My Little Pony: War For Equestria 2 -- Rage of the Predacon
by Kenny Rutter
Summary: The first entry in the second My Little Pony Crossover Trilogy. One year after the Transformers' fight in Equestria, the Mane Six travel to the Transformers' world and once again get caught up in a battle between the Autobots and Decepticons and must contend with a new, more dangerous threat-Predaking the Predacon.
1. One Year Anniversary

ONE YEAR ANNIVERSARY

IN THE DREAM, RARITY DIDN'T RUN FAST ENOUGH.

It was the same dream she'd suffered every night for the past year, ever since the Transformers' visit to Equestria. Try as she might, she couldn't get the images-not to mention the agonizing pain-out of her mind, no matter what she or her friends did to make her forget.

She couldn't forget. She couldn't forget the pain of the electric prod on her belly, couldn't forget the feeling of the cold fingers on her flesh, couldn't forget the demonic red eyes and the shark-like face of the Decepticon leader Megatron. There was the pain, the agony, the fear.

Rarity tossed and turned in her bed, trying her hardest to keep the images from coming back to her, but she knew that she was fighting a losing battle.

_"You really don't know what this is, do you?" Megatron asked. "Energon, a powerful element, the fuel and lifeblood of all Cybertronians, Autobot and Decepticon alike. I know you found these small crystals somewhere, so tell me!"_

_ "I will not," Rarity hissed. "You would only use the gems for your own evil purposes."_

_ Megatron took the electric prod from the other Decepticon in the room. "You won't talk? Very well." He pressed the tip of the prod against Rarity's belly, sending a wave of pain throughout her entire body. Once, twice, several times he zapped her, until she was just barely conscious, barely clinging to life._

_ "I'll give you one more opportunity to tell me where the Energon is, my little pony, and then, I assure you, the pain will stop." He pressed the tips of his cold, metallic fingers against Rarity's neck. "Once Death's cold embrace takes you."_

_ "You...you're pure evil," Rarity spat. "Even if I knew the exact place I found those jewels, I still would never tell you. You evil, vile, revolting beast!"_

_ "Defiant to the end, aren't you? Well, if you won't talk, then you're of no use to me." He pulled his arm back, straightening his fingers, and thrust his hand towards her._

_ She was free now, free from the energy bonds, free from Megatron, and running as fast as her four legs could carry her through the halls of the Decepticon warship. _

_ And that was when she saw her friends._

_ Dead. All of them, dead-Twilight Sparkle, Rainbow Dash, Applejack, Pinkie Pie, Fluttershy, Spike, even the Cutie Mark Crusaders-Apple Bloom, Scootaloo, Sweetie Belle. Her friends, her little sister, lying dead on the floor in pools of their own blood. And then there were the Autobots, also dead, with their body parts scattered around and pools of shiny blue Energon dotting the floor._

_ A shadow came over her, the shadow of a monster nearly eight times her size. She felt a sharp burning sensation as Megatron's blast tore through her body, blasting her in half, killing her, no-_

_ No-_

"NO!"

Rarity sat up and looked around. She was still in her bedroom, still in her home. She could feel her entire body shaking with fear and felt a cold sweat matting her fur and mane to her skin.

The door swung open as Sweetie Belle galloped into the room and over to Rarity. She put her hooves on Rarity's front foreleg, felt Rarity shaking violently.

"Rarity, are you alright?" she asked. Rarity didn't answer, she just looked at her little sister, her sapphire-blue eyes filled with dread and fear. "You had the dream again, didn't you?"

Rarity simply nodded her head in reply. "The images...They won't leave. They'll never leave."

"It's been a year, Rarity."

"I know, Sweetie Belle, but I still can't get those horrible memories out of my mind."

Sweetie Belle climbed onto the mattress with Rarity and nuzzled against her older sister. She'd started doing this a short while after the Transformers went back to their own world; it was her own way of calming Rarity down. Sure, they'd butted heads once in a while, but Rarity had always been there for Sweetie Belle.

Now it was Sweetie Belle's turn to return the favor.

############################################

Most of Canterlot had been completely resotred in the one year since the battle, but there were sections of the city that were still under construction. The battle between the Autobots and the Decepticons had left about seventy percent of Canterlot in ruins and had cost the lives of close to a hundred citizens, and though it was now a thing of the past, Princess Twilight Sparkle remembered it as though it had happened just a few days ago. The scent of the burning concrete and pony flesh, the sight of several buildings laying in ruins-including the place where Twilight had learned to harness and control her magical abilities, Princess Celestia's School For Gifted Unicorns-and the ground soaked with red blood and blue Energon, once grand buildings and statues reduced to rubble...Just thinking about it brought a tear to Twilight's eye, especially with the one year anniversary of the Autobots' victory over the Decepticons coming up.

The Autobots and the Decepticons; the Transformers, as Twilight and her friends had taken to calling them. Otherworldly beings with the ability to change their shape, in this case, into vehicles they had never seen in Equestria until that time. The only reason Equestria got caught up in the war was because the heroic Autobots-led by the brave and noble Optimus Prime-followed the evil Decepticons-led by the frightening and sadistic Megatron-to this world through a portal they called a Ground Bridge. The ensuing battle left Rarity half dead, most of Canterlot in ruins, and filled Twilight and her friends with a sort of terror they'd never felt until then.

As Twilight stood at the window of the castle suite Princess Celestia had offered her, she felt the sting of tears in her eyes. They weren't tears of sorrow, she knew that much; rather, they were the tears of someone who was longing to meet someone again, someone they missed. It wasn't the Decepticons she missed, of course-it was the Autobots.

Optimus Prime, the brave, noble, respectable leader of the Autobots, who transformed into what the humans called a "tractor trailer truck", who valiantly led the Autobots in battle against Megatron and the Decepticon armies; Arcee, the cold yet protective female member of the team, the only female Autobot, who transformed into a two-wheeled vehicle called a "motorcycle"; Bulkhead, one of the strongest of the Autobots who was always looking out for everyone's well-being, who transformed into what was known to the humans as a "sports' utility vehicle", or SUV for short; Bumblebee, the Autobots' silent scout, who transformed into a sports' car; and Ratchet, the Autobots' medic, who transformed into an ambulance. They were all so kind, so strong-they gave Twilight and her friends so much courage, and Optimus Prime in turn was impressed by the spirits of Twilight and the others, so much so that Optimus even named Twilight an unofficial honorary Prime.

It was well into the night now; Twilight could see the moon and the stars glistening in the sky as Princess Luna took over for her older sister, Princess Celestia. While night was the time everypony slept, Twilight always found the night to be quite beautiful, especially when she looked up at the sky, at the hundreds of star constellations.

"You okay, Twilight?"

Spike's voice caught Twilight's attention, snapping her out of her daydreaming. She looked over her shoulder at the young dragon, who was busy packing up a suitcase. They'd been in Canterlot for a week, for the one thousand and first Summer Sun Celebration, the first one since Princess Luna returned to her duties after a thousand years' imprisonment in the moon, thanks to her transformation into a wicked mare of darkness-Nightmare Moon. They were set to leave tomorrow at noon.

Tomorrow, the one year anniversary of the battle between the Autobots and the Decepticons in Equestria.

"I'm fine, Spike," Twilight said. "Just thinking."

"Let me guess. The Transformers."

"You can read me like a book, Spike. Yes, I was thinking about the Transformers. Well, the Autobots, anyway. I wonder how they're doing, back in their world?"

"I'm sure they're fine, Twilight," Spike said. He snapped the suitcase shut. "Though to tell you the truth, I've been thinking about them off and on myself." He clenched his clawed hands into tight fists. "Though that Megatron-if I ever get my claws on him for what he did to Rarity-"

"Don't even think about it, Spike," Twilight said. She walked over to Spike and nuzzled the side of her face against him. "It was bad enough that we almost lost Rarity thanks to Megatron. I don't want to lose my Number One Assistant, too."

"You really do care, don't you?"

"Why wouldn't I?" She yawned, stretching her front legs and her wings. "We'd better get to sleep, Spike. We have to get up early tomorrow to catch the noon train back to Ponyville."

Spike nodded his head before going over to his little basket-bed, as Twilight made her way over to the queen-sized bed in the corner.

##################################################

"Rarity. Rarity!"

Rarity hadn't even realized that she'd fallen asleep. She'd arrived at the Ponyville Train Station less than an hour ago, along with all her other friends, and they'd even brought the Cutie Mark Crusaders along-it was the middle of summer, school was out, and all three fillies figured that meeting Twilight and Spike at the train station was better than getting covered in tree sap and pine needles and angering the same seven squirrels again.

And Pinkie Pie was shaking Rarity's shoulders, waking her up-Rarity had fallen asleep standing up.

"Wow, you must be really sleepy," Pinkie Pie said. "Want me to go get some water and splash it in your face?"

"No, Pinkie Pie, that's quite all right," Rarity replied. "I just haven't been sleeping well lately, that's all."

"And I bet we can all figure out why," Rainbow Dash said. "I mean, today marks one year exactly since-"

"Rainbow Dash, if you bring up that subjet, I will not hesitate to buck you in the face," Rarity growled.

"Geez, Rarity, I was just gonna say one year since we met the Autobots."

"Oh. I'm sorry. I hope you can forgive me."

Rainbow Dash waved a hoof at her. "Yeah, forgive and forget."

"Maybe what ya need is something to help you take your mind off of it," Applejack suggested. "The Sisterhood Social's coming up in a week, maybe you and Sweetie Belle can compete. For real, this time."

"Maybe," Rarity said. She let out a heavy sigh. "I've been having these nightmares off and on."

"I don't like nightmares," Fluttershy said.

"I'm not overly fond of this one, myself," Rarity said. "The nightmares change all the time, but they always end the same way. We all, well...I'm not sure I should say."

"Say it," Scootaloo said. "Say it, say it, say it!"

"Are you sure you want to hear it, Scootaloo?" Rarity asked. Scootaloo nodded her head. "My nightmares always end the same way-everypony dies."

"Sorry I asked," Scootaloo whispered.

The sound of a train horn filled the air. Everypony turned their attention to the tracks, forgetting about what Rarity had said almost instantly. A few seconds later, the steam locomotive came into view, rolling down the tracks, coming to a stop as the front of the engine neared the platform. The brakes squealed and started smoking as the train stopped. With one last hiss, the train came to rest. The doors to each train car opened; the ponies on the train cars stepped out and onto the platform.

Pinkie Pie scanned every pony, looking for Twilight and Spike. "No. No. No, not you. No, not you either. Are you Twilight? No, you're just some random pony. Oh, hi Doctor Whooves."

"Um, Pinkie Pie? Spike and I are over here."

Within the blink of an eye, Pinkie Pie had turned around and tackled Twilight to the ground, pinning her to the wooden platform of the train station with her front hooves.

"You're gone for a whole week and you don't even write?"

"Pinkie Pie, you just saw us three days ago, remember?" Spike asked.

"Oh." She climbed off of Twilight, letting the lavender alicorn climb to her hooves. "Silly me," she said with a huge grin.

"How was your stay in Canterlot?" Rarity asked.

"You mean before or after the Everfree Forest started to take over?" Twilight dryly asked.

"After. Duh," Rainbow Dash said.

"It was alright," Twilight replied. "But I was beginning to miss Ponyville."

"Yeah, that's great," Spike said. "I'm hungry."

Pinkie Pie started happily bouncing up and down. "Sugar Cube Corner, here we come!"

#############################################

Twilight couldn't help but look around as the ten of them made their way through Ponyville. It didn't seem like the town was getting ready to celebrate victory over the Decepticons; then again, the town just got done celebrating the Summer Sun Celebration, as well as clean up from the damage done by the expanding Everfree Forest. A few days before the celebration, several thorny roots began spreading from the Everfree Forest and through Ponyville and Canterlot. Celestia and Luna were taken prisoner in the forest, causing the sky to be graced by the sun and the moon at the same time. Thinking that Discord was somehow responsible, Twilight summoned the draconequus, but he revealed that he was innocent, and after the zebra Zecora gave Twilight a potion that let her glimpse into the past-where she saw Luna turn into Nightmare Moon, the two princesses trap Discord in stone to end his reign of terror and chaos, and the princesses find the Elements of Harmony at what was called the Tree of Harmony-Twilight and her friends set out to find the tree and return the Elements, as that seemed to be the only way to save Equestria. The quest nearly cost Twilight her life several times, but after several challenges, they reluctantly gave the Elements back to the Tree, freeing Celestia and Luna and stopping the spread of the forest.

Needless to say, afterwards, the Summer Sun Celebration went off without a hitch, the first Summer Sun Celebration with Luna and Celestia together in a thousand years, the first Summer Sun Celebration with three princesses.

The Summer Sun Celebration was just a few days ago, and while Twilight was glad to be back in Ponyville, she really wanted to get back to the library and get some rest after the hustle and bustle of Canterlot.

_I never thought I'd be thinking negative about the city that I used to call home._

"Um, Twilight?"

Sweetie Belle's high pitched voice got Twilight's attention. She looked back at the young unicorn filly, who looked like there was something she desperately wanted to say, but didn't want everypony to hear.

"What is it, Sweetie Belle?"

"Can I talk to you for a moment? Alone, please?"

"Um, okay." She looked back at the other ponies. "You guys keep going, Sweetie Belle and I will meet you at Sugar Cube Corner later. I'm sure this just some Crusading business." She waited until everyone else had gotten out of earshot, before turning back to Sweetie Belle. "This _is_ about your Crusading, right? Sweetie Belle, you and the other Crusaders are nine years old-I'm sure your Cutie Marks will come before your tenth birthdays."

"It's not about my Cutie Mark, Twilight," Sweetie Belle said. "It's...It's about Rarity."

Twilight lowered her ears in sadness. "She's still having nightmares, isn't she?" Sweetie Belle simply nodded her head. "What do you want me to do about that? Because there isn't a whole lot outside of provide some moral support."

"Can't you use your magic to make her dreams stop?" Sweetie Belle asked. "She wakes up almost every night screaming. It's starting to scare me."

Twilight pulled the unicorn filly in for a light hug. "I'm sorry, honey, but even my magic can't help Rarity. She suggested the same thing when it happened."

"So she's just supposed to deal with it?"

"I'm afraid so, Sweetie Belle. It's like Optimus Prime said-Rarity's external wounds may have healed, but it will take longer for her mind to heal, if her mind heals at all."

"But she's always screaming at night. She hardly gets any sleep, and for the first few weeks, we had to almost force her to eat, remember?"

Twilight couldn't help but chuckle. "Well, this is ironic. Here you are, Rarity's younger sister, and you're acting like the eldest of the two." That actually brought a smile to Sweetie Belle's face. "Let's just keep this conversation between us, okay, Sweetie? If anypony asks, it was Crusader business." She winked.

Sweetie Belle winked back at her. "Got it."

##########################################

Twilight was glad to be back in the library. She was almost afraid Princess Celestia would make her move back to Canterlot, but fortunately, Celestia let her choose. Twilight didn't even have to think about it-she was staying in Ponyville. Of course, now that she was a princess, she had to contend with just about everypony-from the youngest foal to the oldest stallion, and even the mayor-bowing to her and calling her regal titles like "Your Highness". She was still a little self-conscious about the whole deal, but over time, she was beginning to get used to it, though she insisted that her friends treat her as though nothing had changed. It just didn't seem right.

She turned to the ticking clock on the nearby dresser. It was half past ten at night, and the bright moon and glistening stars-courtesy of Princess Luna-were covering the land in a soft glow.

Her thoughts turned to Rarity. Poor Rarity; even after a year, she still hadn't completely gotten over her traumatic experience with the Decepticons. It was unfortunate that she was still having nightmares, though Twilight wished that she would get over the trauma. Twilight knew what she was going through, as she too had found herself on the verge of death once, the first time humans arrived in Equestria. Like Rarity, Twilight had been exposed to the sharp pain of electricity, but her pain only lasted for less than a minute, whereas Rarity had been tortured for almost two hours straight. So it didn't really come as any surprise that Rarity was still suffering what Optimus and the other Autobots called "post-traumatic stress disorder"-she had been suffereing nightmares and flashbacks for months.

She looked over her shoulder at Spike, who had fallen asleep nearly an hour and a half ago. He was snoring lightly. Twilight used her unicorn magic to pull his blanket up to his chin, before turning back to the window, her thoughts once again turning back to the Autobots.

_I wonder how they're doing? I wonder if they've beaten the Decepticons yet? I hope they're all staying safe-Optimus, Arcee, Bulkhead, Ratchet, Bumblebee, Jack, Raf, Miko, Mrs. Darby, Agent Fowler. If they haven't won the war yet, I hope they will soon._

_I have walked all alone_

_On these streets I call home;_

_Streets of hope, streets of fear_

_Through the sidewalk cracks, time disappears._

_I was lost on my knees_

_On the eve of defeat_

_As I choked back the tears,_

_There's a silent scream no one could hear_

_So far away from everything, you know it's true_

_Something inside that makes you do what you got to do_

_Ring the bells, ring them loud_

_Let them ring here and now_

_Just reach out and ring the Bells Of Freedom_

_When your world's crashing down like you've lost every round_

_Stand your ground_

_And ring the Bells Of Freedom_

_Up the steps of the church_

_Through the fields in the dirt_

_In the dark I have seen_

_That the sun still shines for the one who believes_

_So far away, so full of doubt, you needed proof_

_Just close your eyes and hear the sound inside of you_

_Ring the bells, ring them loud_

_Let them ring here and now_

_Just reach out and ring the Bells Of Freedom_

_When your world comes crashing down like you've lost every round_

_Stand your ground_

_And ring the Bells Of Freedom_

_Ring the bells, ring them loud_

_Let'em ring here and now_

_Just reach out and ring the Bells Of Freedom, yea_

_When your world's crashing down like you've lost every round_

_Stand your ground_

_And ring the Bells Of Freedom_

_Ring the bells, ring them loud_

_Let them ring here and now_

_Just reach out and ring the Bells Of Freedom_

There wasn't a whole lot Twilight could do about this, not while she was stuck in this world. Though she knew of a way she could possibly find out, though it meant having to leave Equestria, if only for a little while.

But that could wait until tomorrow. Right now, all she wanted was to sleep in her own bed.


	2. The Spell

THE SPELL

APPLEJACK HAD BEEN AWAKE SINCE FIVE IN THE MORNING, AND CELESTIA was just now starting to raise the sun. She could see the first rays of sunlight filter in through the clouds and the leaves on the apple trees in the orchards. The larks began to sing their morning songs, and the sounds of the monsters living in the Everfree Forest were beginning to die down as they turned in for a good day's sleep.

Applejack turned her gaze to the nearby mountains. Canterlot was on the northwest, Equestria's capital city having been built into the side of a mountain; there were several rivers running through the city and coming down the mountain in cascading waterfalls, providing Ponyville with precious water. The other mountains surrounding the valley Ponyville was nestled in were bare, save for a few trees here and there, but on the mountain to the southwest-it looked like a large part of the mountain had been blown away, leaving a massive crater in its place.

Applejack knew that that was where Rarity had found the Energon field, leading to the battle between the Autobots and the Decepticons.

Though Twilight had read about Energon in her many books, the most she knew about it-before the Autobots explained what Energon really was, that is—was that it was a mysterious substance from another world. Rarity was the only one of the six friends who had the most contact with it. She was the one who found the Energon field, and as such, she had been targeted, captured, and tortured by the Decepticons. Rarity never went into detail, and Applejack could barely begin to imagine what she went through during her time in captivity.

Applejack pushed those thoughts aside as she cantered over to the south orchard to begin the morning harvest.

####################################################

Once again, Rarity had woken up screaming. She'd suffered the nightmare again, but this time, the nightmare was almost too real. She was surprised she'd managed to stay asleep for as long as she did before the dreams came into her mind.

Rarity couldn't let the dreams hold her down from her daily life. Just last week, she'd gotten an order from a client in Baltimare-a young filly was going to attend the Grand Galloping Gala with her very special somepony, and she wanted a dress for the occassion.

There was enough time to do the job-the Gala wasn't for another two months-but Rarity wanted to get started as soon as possible. The only reason she didn't start last week when she got the order was because of the Summer Sun Celebration, which almost didn't happen thanks to the spread of the Everfree Forest. She rubbed the side of her face with a hoof as she remembered how she'd gotten cold-cocked by a vine, hit so hard she was nearly knocked out.

She shook her head and used her magic to take spools of red and blue thread from the shelf. As she set the spools on the table next to her sewing machine, she turned her attention to the drawing taped to the wall nearby. Even though it was just a colorless pencil sketch on yellow partchment, Rarity already had the colors and patterns in mind; her client had asked for a red dress with blue highlights. And the way Rarity had drawn it out, the way the colors would offset each other...She had drawn inspiration from her Autobot friends-in this clase, Arcee the motorcycle, who was blue with pink highlights.

Rarity used her magic to thread the needle of her sewing machine and got to work.

#################################################

The ferrets had been fed, the bird feeders had been refilled, the bees were pollinating the flowers, so all that was left was to feed Angel. As Fluttershy pulled a carrot from the garden, she found herself hoping that the little bunny rabbit would be a bit more cooperative today than he usually was. Angel Bunny was Fluttershy's favorite critter in the meadow, but he had a tendency to have a bad attitude, especially when it came to snack time.

As Flutteshy walked out of the garden, she was met by Angel, who was staring up at her, and he was pointing at his open mouth with a paw, telling Fluttershy that he was hungry.

"Here you go, Angel." She put the carrot on the ground in front of Angel, and he started hungrily chewing on the orange vegetable. "Not too fast, Angel; you don't want to choke."

She heard her own stomach growling. "Oh, guess I'd better go get some breakfast myself."

As she turned back to her cottage, which was built into a small hill in a meadow just outside the Everfree Forest, her mind began to wander. Yesterday had marked one year since their encounter with the Transformers, and though that was the second time otherworlders had come to Equestria, that incident had left the largest impact, not just on Equestria, but on Fluttershy and her friends as well.

Especially poor Rarity. Even after one year, she was still suffering. Fluttershy wished there was something she could do to help her friend, even though she remembered Optimus Prime saying that there was nothing anypony could do to help Rarity's mind heal.

Fluttershy sighed as she pushed the door open and headed inside.

###################################################

Rainbow Dash plowed through the cloud, dispersing it. Cloudsdale had called for clear skies for the next three days, and as the weather manager in Ponyville, it was up to Rainbow Dash to clear every cloud hovering over the town. Sometimes the clouds were uncooperative, especially when one was hovering low to the ground, causing fog.

She used her front hooves to push a cloud over to the Everfree Forest; she left the cloud over the treetops before turning to fly back to Ponyville. At least there were other pegasi helping her out, otherwise a job like this could take all morning. It had already taken them about two hours to clear the skies over Ponyville.

Twin sisters Flitter and Cloudchaser swooped around, pushing their way through a large cloud. The cloud broke up into smaller clouds, which other pegasi began to disperse-some pushing the clouds over to the forest, some using their wings to send the clouds higher into the sky, a few, like Buff Biceps, biting into the clouds.

With most of the clouds gone, or at least broken up into smaller clouds, Celestia's bright morning sun began to shine down onto Ponyville for the first time in days-Cloudsdale had scheduled for two weeks of overcast skies last month, but somepony in management must have changed the schedule around without the head pegasi knowing it, because the skies had been gray for three extra days.

_Well, at least the ground's finally going to be getting some sun,_ Rainbow Dash thought as she used her front foreleg to wipe some sweat from her forehead.

She landed, folding her wings against her body. The chime of a clock filled the air-one single chime, signalling that it was one hour past noon Now that all weather jobs around Ponyville had been taken care of, it was time for Rainbow Dash to relax. Normally, she'd take a nap in one of the trees in the park, or go catch some rays at Ponyville Lake on the south side of town.

But not today. She only had two more chapters to read in _Daring Do and the Curse of the Pharoah's Tomb_ before she had to return it to the library. It had been about a year and a half since Twilight had introduced her to the series-_Or was it two years? I don't exactly remember_-and she wouldn't be interested if she hadn't broken her wing and ended up in the hospital for almost a week. Now Rainbow Dash had been slowly buying every book in the series-she even got to meet A.K. Yearling, the author of the series-and the REAL Daring Do-who not only dedicated a book to Rainbow Dash, but also gave her a starring role after Rainbow and her friends helped Daring stop the evil creature Auhizotl from bringing eight centuries of heat to the world.

Rainbow Dash took to the air, flying up to her house built into the clouds. The hardback book was sitting on her sofa. She picked it up and sat on the couch, opening the book and starting to read.

##################################################

Pinkie Pie took a deep breath and blew into the rubber balloon, blowing it up into its fully round shape. She used her front hooves to tie the end into a knot, keeping the air from escaping, and watched as the balloon floated up to the roof of her room above the bakery. Ever since Pinkie Pie moved away from the rock farm and into Ponyville five years ago, she'd been with Mr. and Mrs. Cake at Sugar Cube Corner as a live-in apprentice.

Pinkie's pet alligator, Gummy, leaped up and grabbed the balloon in his toothless mouth. He started gnawing on it, frustrated that he couldn't actually puncture its latex skin. Pinkie Pie had had Gummy since he hatched from an egg Mr. Cake found in the Everfree Forest one day, and as a precaution, had his teeth removed-that's why Pinkie Pie named him "Gummy". Every so often they'd have to go and remove his teeth again, because they knew that if they didn't, Gummy would turn on them one day, being a carnivore and all.

"There we go," Pinkie Pie chirped. "That's the balloons. All we need now is the sweets. That should cheer Rarity right up."

Her smile waned a little bit as she thought about Rarity. It was sad, yes, but Pinkie Pie always knew just the thing to cheer someone up.

Now she just had to get Rarity over here. But Pinkie was worried that that might be difficult; Rarity barely left Carousel Boutique anymore, unless she was making a delivery, and even then she was reluctant.

Not if Pinkie Pie had anything to say about it.

#######################################################

Spike used a brush to sweep some dirt into a dustpan before walking over to a trash can. He was almost finished with his daily chores; as soon as he dumped off the dirt and the dust, he'd take the trash out for the Ponyville Garbage Collectors to pick up later in the day.

As Spike carried the trash can out to the side of the hollowed-out oak tree that was Golden Oaks Library, he looked down the street, in the direction of Carousel Boutique. He was suddenly filled with all sorts of emotions-sadness, anger, rage, all directed at one being, the Decepticon Megatron. Twilight and the other ponies had told Spike how dangerous Megatron and his Decepticon Army were, but that didn't stop him from wishing he were alone with that monster.

He would make Megatron pay for what he did to Rarity.

"Spike! Are you done yet?"

Spike looked back at the library as Twilight's voice came down from the top floor, Twilight's personal quarters. "Yeah, all done, Twilight. Just thinking about something, that's all," he said as he walked back inside.

Twilight came trotting down the wooden stairs. "You weren't thinking about what I think you were, right?"

"Well, maybe."

"Spike..."

"Twilight, you can't tell me you haven't thought the same thing more than once," Spike said as he crossed his arms. "I mean, come on, Twilight. I've heard you at night talking in your sleep, acting out fantasies of stomping Megatron's face into mush. Don't deny it."

"Spike, have you ever seen Megatron?"

"Well, no, but-"

"But nothing, Spike. Trust me, he's not one you want to tangle with."

Spike flared his nostrils; puffs of smoke came out of his nose as he huffed in frustration. But he knew Twilight was right; he may not have met the Decepticons, but he knew just how dangerous they were.

There was a knock on the door. Spike hurried over to answer it. Rainbow Dash was just outside, a hardback book tucked under her wing.

"Hey Spike. Twilight in?"

"Yeah. Just be careful where you step, I just swept the floor."

"You don't have to worry about _me_ tracking dirt through the library, Spike. I flew here. Duh." She used her wing to hold the book out towards Twilight. "Here you go, Twilight. Thanks for letting me read it."

"No problem, Rainbow," Twilight said as she fired up her unicorn magic, levitating the book away from Rainbow Dash and putting it back on the shelf. "How was it?"

Rainbow Dash pressed her front hooves to her cheeks, scrunching up her face a little bit. "So AWESOME! I'm totally gonna go buy it this weekend now that I got the bits to do so."

"Then you'd have the complete set," Twilight said.

"Yup, all forty-eight books." She turned to leave, but stopped as she reached the door. "Hey Twilight. Do you think about them a lot?"

"Think about who?"

"The Autobots. Do you think about them a lot? Because I sure do."

"Well, every now and then, yes. But it's not like we can see them on a regular basis."

"Yeah, maybe you're right. Still, wouldn't it be cool to go to their world, pop in for a visit? Come on, Twilight-it wouldn't be the first time we've been to another world. And I'm sure this one wouldn't be so...dead."

Twilight shuddered as she remembered their last excursion to another world. They were helping their human friends restore their world, but Twilight hadn't expected that world to be so...dead. She could still remember the foul stench of those polluted clouds, but rested easy knowing that that world had been restored thanks to a magic wish granting dragon.

Twilight tapped a hoof to her chin in thought. "You know, Rainbow Dash, maybe we can go visit them. Starswirl the Bearded made some sort of spell for otherworldly travel-some say that's what happened to him, why he was never heard from again." She started using her magic to sort through the many books in the library. "I know I got it around here somewhere." She looked back at Rainbow Dash. "Tell you what, Rainbow, I'll come find you and the others when I find it."

"You mean, IF you find it," Rainbow Dash said with a chuckle.

"Yeah, IF I find it. Hey, who knows-this might be just what Rarity needs to stop having those nightmares and flashbacks."

Though in the back of her mind, Twilight wasn't so sure. Optimus Prime had told them that Rarity would suffer for most of her life, but lately Rarity had become so reclusive. Perhaps a visit to the Autobots' world-assuming Twilight could find the right spell-was just what Rarity needed.

_I just hope they're still not fighting the Decepticons. That's the last thing Rarity needs, an encounter with them-especially Megatron._

#############################################

Rarity could breathe a sigh of relief now that the order had been completed and sent out. It had taken her days to complete the client's dress for the Grand Galloping Gala, and now she was on her way home from the post office. As she walked down Stirrup Street towards Carousel Boutique, she found herself hoping that the mail pony would deliver the dress on time-Ditzy Doo had a bad habit of getting lost or getting mail mixed up.

_She's still a sweetheart, though._

She made her way through the town square, past the statue next to the town hall. For some reason, its gray tone was darker than usual. Maybe it was just Rarity's eyes playing tricks on her, or maybe the clouds the pegasi had moved away from town this morning came back and began to block out the sun-

_No, it's not that. There's not a cloud in the sky. But the color of that statue, it reminds me of..._

An image flashed through her mind, the image of the demonic, shark-like face of the Decepticon leader.

Rarity shook her head. "No! Get out! Get out of my mind!"

Try as she might to repress them, the memories once again came back to her-the sound of Megatron's voice, the pain of the electric prod on her belly, the sharp pain of the cortical psychic patch, the cold steel of Knock Out's knife against her flesh...

Rarity galloped the rest of the way home. She threw the door open and slammed it shut behind her. She leaned against it and took several deep breaths, trying to calm herself down. It was horrible, having these memories constantly coming back to her, and always at the most inopportune times-the worst flashback she had occurred during Princess Luna's birthday in Canterlot four months ago, making that night one of the worst and most humiliating of her whole life.

Princess Luna had just come into the ballroom to give a birthday speech when the flashbacks began. The smallest things had a tendency to bring on these spells-in this case, it was Luna's navy blue fur, which reminded Rarity of the color of the Decepticon warship and the Vehicon drones. As Luna was speaking, Rarity had an image of a swarm of Vehicon drones aiming their weapons at her, ready to fire, and Rarity ended up screaming. Twilight and Fluttershy gently ushered Rarity out of the room and out into the gardens, allowing Rarity to calm down. But Rarity couldn't go back inside, not after an outburst like that. She hadn't been able to show her face in Canterlot since then.

Rarity let out a little scream as someone knocked on the door. She took a few deep breaths to calm herself down. "Who-who is it?"

"Relax, Rarity, it's just me," Rainbow Dash's voice came from the other side of the door.

Rarity took another deep breath and wiped some sweat from her forehead before turning around and opening the door. Rainbow Dash was on the other side, a wide grin on her face.

"Oh. Hello, Rainbow Dash. Um, how's your day going?"

"Eh, can't complain, really," Rainbow Dash replied. "Hey, Twilight came up with an idea earlier, and she thinks it might help you with your little problem."

"Problem? What problem?" Rarity asked, trying to feign innocence.

"Rarity, who the hay do you think you're trying to fool here? Everypony knows what you've been going through. The flashbacks, the nightmares-everypony from here to the Crystal Empire knows."

"When you say 'everypony', are you being literal or figurative?"

"That doesn't matter. Look, Rarity, if Twilight finds that spellbook, she thinks that maybe a visit to the Autobots' world might be just the thing you need."

"I don't know, Rainbow," Rarity said. "Considering what happened the last time we left Equestria-"

"Yeah, but that was different. What do you say, Rare? Pop in, say what's up to Optimus and the others?"

"I will admit, I have found myself missing them somewhat. But do you really think that Twilight will find that spell?"

"Who knows. I guess we'll just have to wait and see."

Rainbow Dash and Rarity were almost thrown off their hooves as the Cutie Mark Crusaders went rushing past them. The three fillies were no more than streaks of yellow, white, and orange as they ran through the door and into the center of the boutique's showroom.

"Hi Rainbow Dash! Hi Rarity!"

"Oh, um, hello, girls," Rarity said. She knew that when her sister and her friends were around, it usually wasn't a good thing. Too many times the Cutie Mark Crusaders had caused damage not only to Carousel Boutique, sometimes to Ponyville, despite their good intentions. Rarity had lost business for almost a week because the Crusaders had caused many a customer to end up with some of the worst hairstyles Rarity had ever seen, not to mention the fact that they had used up so much of Rarity's supplies. Still, Rarity supposed that the three young fillies had good intentions, even if their stunts caused damage to Ponyville.

"So, are you guys ready for tonight?" Scootaloo asked excitedly.

"Cutie Mark Crusader planning session is a go," Sweetie Belle chirped.

"Who do you think will get their Cutie Mark first?" Apple Bloom asked. "Wait a minute, didn't we have this conversation before?"

"What's the occassion, short stacks?" Rainbow Dash asked them.

"Usual Crusader business," Scootaloo replied. "The question is, who's gonna get their Cutie Mark first, and when?"

"You've been trying to get your Cutie Marks for almost two years, kids," Rarity said. "I'm sure that if you give it a little bit more time, you'll get your Cutie Marks before you know it."

"You older ponies always say that," Sweetie Belle said as she kicked at the floor with a hoof. "If our Cutie Marks were going to come, then they'd have been here by now."

"Hey, chins up," Rainbow Dash said. "Just do what you're good at and you'll get your Marks soon enough."

"If only we could've gone with y'all to that other world," Apple Bloom said. "Then we might have gotten Dimension Traveller Cutie Marks."

"What would that even look like?" Scootaloo asked. "A globe? A map? What?"

Apple Bloom tapped a hoof against her chin. "Never thought about that."

"Hey, Twilight's looking for a spell that might help us go see the Autobots right now," Rainbow Dash told the fillies. "You might get your Cutie Marks if you come along - assuming you even want -"

"WE'RE GOING!" the three fillies screamed at the top of their lungs.

Rarity turned to Rainbow Dash, her eyes narrowed in skeptisism. "Are you sure that's such a good idea, Rainbow Dash?"

"Come on, Rare," Rainbow Dash said. "What are the chances the 'Bots are still fighting the Decepticons?" Rarity just glared at the cyan-blue Pegasus, unblinking. "Okay, they might still be fighting the 'Cons, but you never know unless Twilight finds that spell, right?"

"Well...Well, I suppose you've got a point," Rarity said. She looked over to the fillies, before walking over and pulling Sweetie Belle in close to her. "But I want you three to promise that you'll stay close to us older ponies when we go, just in case. Understand?"

"Okay, Rarity," Sweetie Belle chirped.

"Of course, Rarity," Apple Bloom said.

"Anything you say, Rarity," Scootaloo put in.

"Sweet," Rainbow Dash said. "Hey, let's go gather up everypony else and head on over to Twilight's place. I wonder if she's found that spell by now?"

#######################################################

It had taken Twilight several hours to find the spell needed to leave this dimension. If Spike hadn't looked behind that shelf, she never would have found it. The book was old, much older than any other book she'd seen, even older than the Journal of the Two Princess Sisters she and her friends had found in the Ancient Royal Castle during the incident with the Pony of Shadows - the same journal they were now sharing to record their adventures; the leather was cracking, the pages were yellowed and slightly torn, the words were just starting to fade away. Sure, she could still read it, but just looking at the book, at the binding and the paper...Twilight was careful as she used her unicorn magic to turn the pages, taking great care not to destroy the delicate book.

"Find it yet, Twilight?" Spike asked.

"Not yet," Twilight replied. "You have to remember, Starswirl the Bearded invented over two hundred spells himself, including interdimensional travel. It's going to take a while to find the right spell, I'm sure." She turned to face the baby dragon. "Don't tell me you're excited just because you want a crack at Megatron." Spike didn't say anything, just turned his face away from Twilight. "I was afraid of that. Spike, Megatron's no pushover. You weren't on the _Nemesis_, you weren't at the Energon field; he's strong, stronger than anyone in this world, that's for sure. And besides, just looking at him -"

"Scared you, I know," Spike said, interrupting her. "You've said that plenty of times. You've also said that you wouldn't mind giving him a good buck in the face for what he did to Rarity."

"Okay, I guess I have to give you that one." She chuckled. She continued to flip through the book, the pages glowing with the same purple aura as her horn. With every turn of the page, Twilight stopped to study the writing on the paper. Still, she hadn't found the spell she was looking for.

_Where is it? Where is it? Where the hay is it?_ She heard Spike impatiently tapping a foot on the hardwood floor. With an annoyed groan, Twilight turned to face the young dragon. "Spike, do you mind? I can't concentrate when you tap like that."

"Oh. Sorry."

Twilight turned her attention back to the book, just to hear the door to the library open. "Hey, Twilight," Rainbow Dash's voice came from the doorway.

Twilight grit her teeth. How in Equestria was she going to find this spell if she kept being interrupted? Taking a deep breath to calm herself down, just like Princess Cadance had taught her when they were preparing the Crystal Empire for a visit from the Equestria Games Commissioner, she turned to the doorway. Not only had Rainbow Dash arrived, but so had Rarity, as well as the Cutie Mark Crusaders. A few seconds later, Pinkie Pie, Applejack, and Fluttershy appeared behind them.

"Listen, girls, I know you're excited, but I haven't found that spell yet," Twilight said. "There are so many spells to sort through."

"Doesn't that book have an index?" Fluttershy asked.

Twilight mentally kicked herself in the rump. Why in Tartarus hadn't she thought of that before? Even spellbooks that were over a thousand years old had an index and a table of contents. Certainly Starswirl the Bearded knew that somepony would look through his books and left some point of reference.

"Fluttershy, I could kiss you." Fluttershy and the other ponies just stared at Twilight with awkward looks on their faces. "Yeah, that isn't what I meant." She used her magic to flip through the back of the book. Just as Fluttershy had said, there was indeed an index in this book. Twilight scanned the pages with her eyes, eventually finding what she was looking for - "Dimensional Transport." Once again, she tapped into her magic to flip to the correct page.

There, on page 642, was the spell she had been looking for. "Okay, everyone, gather around," she said as she scanned the spell. "But be careful. I don't know what's going to happen."

"It's funny, you said the exact same thing when we first found the Elements of Harmony," Applejack said.

"And don't forget that Isaac said it when he used the Dragon Balls to restore his world," Fluttershy added.

Twilight ignored them; she had no choice - unicorn magic, like all other types of magic, requred total and undivided concentration. If she was disturbed even a little bit, then the spell could be disrupted and possibly have disastrous consequences. She remembered several times during her tutorship under Princess Celestia when she lost concentration when preparing a spell. Sometimes the result was something as harmless - and oftentimes amusing - such as causing someone to completely ignore the laws of gravity, but more often than that, the results were not as harmless. At one point, when trying to use her magic to boil a small pot of water, she got distracted by Spike - who was even more of a baby than he was right now - when he blew a ring of smoke in her eyes, causing her to lose control of her magic and nearly burn down the entire school. A few ponies - some of them just foals - suffered some serious burn marks. If Princess Celestia hadn't reassured Twilight that what had happened was just an accident, she would have given up trying to harness her abilities and leave the school.

But then her wishes would have been totally crushed, she wouldn't have met her friends, and she wouldn't have been crowned a princess.

Twilight stared at the page for a moment, making sure that she was reading the words on the paper correctly. After a moment, she blinked, relaxing her eyes before speaking again.

"Okay, everypony, I've got it. I need you guys to stand perfectly still." From out of the corner of her eye, she saw Pinkie Pie straighten, stiff as a board. Mentally shaking her head at Pinkie Pie being Pinkie Pie, she began to speak the words out loud.

"_Those we love but cannot see, a world we know but in which we cannot be, we wish to go see our friends, we wish to stay until our journey ends._"

For a moment, nothing happened.

And then it began.

The room seemed like it was starting to fall apart as the walls crumbled, being replaced by the vast acreage of an autumn forest. The hardwood floor became soft dirt. The roof of the hollowed out oak tree that was Golden Oaks Library fell to the ground, softly landing and disappearing, being replaced by a slightly overcast sky.

It all happened so fast, and yet it seemed to take an eternity. The ten of them looked around, trying to get their bearings.

"Did it work? Did it work? Huh huh huh?" Pinkie Pie asked excitedly.

"I don't know," Twilight replied. "It sort of loos like we're in White Tail Wood."

"Maybe that spell was a dud," Rainbow Dash suggested.

The ground and trees exploded around them.


	3. Welcome, New Autobots

WELCOME, NEW AUTOBOTS

DIRT, ROCKS, AND SPLINTERS EXPLODED AROUND THEM AS BULLETS AND laser blasts hit the area surrounding them. They all gathered close to each other, trying to avoid the blasts as more and more shrapnel was kicked. The Crusaders all screamed; Fluttershy lowered herself to the ground, her baby-pink hair covering her face.

Twilight quickly activated her magic, putting up a bubble around them, a magical force field that she had used several times in the past. Shrapnel harmlessly bounced off the outside if the bubble.

"What the heck was that?" Spike asked.

Pinkie Pie looked around before spotting several large, bipedal forms off in the distance—each one was nearly twenty feet tall, dark purple and silver in color, and their faces had some of the most demonic faces she'd ever seen.

"Are those Decepticons?"

Everypony else looked in the direction Pinkie was pointing; those were indeed Vehicon drones. Another quick look showed them what the Vehicons were shooting at—one robot, nearly eighteen feet tall, black with yellow stripes; another robot, close to twenty-five feet tall, large and green, a little on the bulky side.

"Bulkhead!"

"Who's the other one with him?"

They all winced as a blast destroyed the bubble, once again exposing them to the hellstorm.

Bulkhead hid behind a tree, peeking out from behind it every few seconds to fire at the 'Cons. He felt the lasers and bullets tearing into the bark of the tree; the tree wouldn't hold for long.

A blast hit Bumblebee in the shoulder; he let out an annoyed beep, but continued firing.

"Bulkhead!"

Bulkhead looked around, trying to find the source of the voice, eventually spotting what looked like nine horses and a small lizard in the middle of the battlefield. The more he looked at them, the more familiar they seemed.

_Oh scrap._

Bumblebee ducked to avoid a laser from a Vehicon, then fired. The blast hit a Vehicon in the head, taking it down.

Bulkhead fired at the Vehicons, taking down two before running out from his hiding place.

"Bumblebee, cover me!" Bumblebee let out a series of whirs and whistles. "Just cover me!" He came to a stop as he reached the middle of the battlefield; now that he was closer, he could see who had called out for him.

Twilight Sparkle, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie, Apple Bloom, Sweetie Belle, Scootaloo, Spike—the Equestrians. But why? Why were they here? Better yet, how had they arrived?

Bulkhead didn't have time to think about that. With the sound of grinding gears, he began to transform into his Vehicle Form, pieces of metal shifting around until he was an SUV. As soon as he had transformed, he opened his doors.

"Get in. NOW!" The nine ponies and the dragon climbed inside; as soon as Spike was in, he shut the doors and sped off, his spinning tires kicking up dirt.

"Thanks, Bulkhead," Twilight said as they all tried to catch their breath.

"What—what in the Allspark are you all doing here?" Bulkhead asked.

"Can we worry about that later?" Rainbow Dash snapped. "We got 'Cons on our tail!" She pointed with a hoof at the Vehicons, who were now in their ground-based Vehicle Forms and chasing them, firing their weapons, quickly catching up.

"Hold on, you guys," Bulkhead said. He turned the steering wheel sharply to the left. His back wheels slid on the dirt, causing Bulkhead to drift around a large oak tree. One Vehicon tried to follow, only to hit the tree, smashing his front end to pieces.

"We've still got some chasing us!" Sweetie Belle cried. "Bulkhead, can't you go any faster?"

"Not here in the woods," Bulkhead replied. He sped past Bumblebee, who was firing at the 'Cons chasing Bulkhead. "Bumblebee, we've gotta get out of here!" He heard Bumblebee beep in acknowledgment, before Bumblebee transformed and followed. He pressed the accelerator to the floor, catching up to the 'Cons chasing Bulkhead; he approached the nearest one, came up alongside it, and pushed the front left of his engine block against the Vehicon's back wheel, causing it to spin out and slam into a tree.

Fluttershy was lying on the floor of Bulkhead's back seat, covering her head with her front hooves. "This was a bad idea, this was a very bad idea."

Bulkhead looked into his rear view mirror; there were still two Vehicons after them. He returned his attention to the road in front of them; they were almost at the highway, just a few more meters.

"Everyone hold tight!" He felt Spike and the ponies dig their feet into the leather seats as he cut the wheel sharply to the right, sideswiping a small compact car. The car ended up slamming into the side of the Vehicon, sending the purple vehicle tumbling through the air before slamming onto the asphalt again. The other Vehicon continued following them, with Bumblebee chasing after him.

"Bulkhead, faster!" Applejack cried. "That 'Con ain't getting no further away!"

"I got the pedal to the floor, AJ," Bulkhead said. The accelerator pedal was as low to the floor as it could go, and the speedometer was reading 115.

Red and blue lights lit up Bulkhead's rearview mirror, coming up behind Bumblebee. "Oh, scrap. The cops. This is not going to be good." He scanned the road for a turn-off, a good place to lose both the cops and the Vehicon. "There! Hang on, everyone!" He turned the wheel to the right, speeding off the asphalt and onto the dirt trail; Bumblebee followed close behind as the Vehicon kept speeding down the road, the police cruiser close behind it.

"Are we safe?" Fluttershy asked as she lifted a hoof from her head.

"Not yet, Flutters," Bulkhead replied. He activated his radio. "Ratchet, Bumblebee and I need a Ground Bridge, now!" A few seconds later, a green vortex appeared in the air. Bulkhead sped through it, going from the forest to a large room, filled with computers and weapons racks, a catwalk leading up to a second floor, with Ratchet standing near the Ground Bridge controls, the lights of the room reflecting off of his orange and white paint.

Bulkhead slammed on the brakes and spun around, saw Bumblebee come out of the Ground Bridge just before Ratchet closed the vortex. Bumblebee transformed into his Robot Form. Bulkhead opened his doors, letting the Equestirans climb out.

Pinkie Pie started kissing the floor. "Land! Sweet, beautiful land!"

Rainbow Dash shook her head. "Was _not_ expecting that when I woke up this morning."

Bulkhead heard Ratchet sigh. "Why are they here?"

Bulkhead transformed into his Robot Form and shrugged his shoulders. "The Pit if I know, Doc," he said. "Bumblebee and I are fighting some 'Cons for a Predacon fossil, and when I look over, there they are."

"Wait one doggone minute," Applejack said. She pointed at Bumblebee with a hoof. "That's Bumblebee?" Bumblebee simply nodded his head in reply. "He looks a bit different than last time. Why'd y'all go and swap colors?" Bumblebee let out a series of beeps and whirs and waved his hands around. "Still havin' voice problems, ain't ya?"

"It's a long story, Applejack," Bulkhead replied.

Rarity took a long look at Bumblebee, taking in his new colors—he still had the same black and yellow colors as before, but his colors were reversed; the last time they met, he was yellow with black stripes, but this time, he was black with yellow stripes.

"I don't know about Applejack," she said, "But I like Bumblebee's new colors. Rather dashing, if I do say so myself."

There was the sound of heavy footsteps on the concrete floor as Arcee arrived, coming into the main atrium from an offshoot hallway. "I thought I smelled furballs."

"Hi Arcee," Apple Bloom said. She looked back and forth from Arcee and Bumblebee. "Why didn't you change your colors too?"

"You serious, kid?" Arcee asked. "If I swapped colors, I'd be pink."

"What's wrong with pink?" Pinkie Pie snapped.

"Nothing. It just wouldn't look good on a motorcycle."

Fluttershy took a moment to look around the room. "Where's everypony else?"

"Yeah," Rainbow Dash said. "I haven't seen Optimus, Jack, Miko, Raf, Fowler, or Jack's mom at all."

Just then, the door on the second story opened, and Miko stepped out onto the catwalk. "Hey! Look who it is!"

Rainbow Dash flew up to Miko and extended her front hoof. "Miko, what's up!"

Miko pressed her fist against Rainbow Dash's hoof. "It's been too long, ponies. So, what's the occassion? Here for a big party?"

"How about we talk about this when Optimus and everyone else shows up?" Twilight suggested as Jack, Raf, Fowler, and Nurse Darby came out of the room behind Miko. "That leaves just one."

"Uh, not exactly," Jack said. "You see, some things have happened since we last met you all."

"Like what?" Spike asked. "I mean, sure, Bumblebee swapped colors, but still, what else happened?"

Just then, they all heard the sound of a car engine running. A few seconds later, a blue and red sports' car – slimmer than Bumblebee – came speeding into the room. It swerved to avoid the ponies, transforming as it did, only to slam into a weapons rack on the far side of the room. The new robot took a second to lift an iron bar off of its head and find its bearings.

"Wow, that hurt."

"You okay, Smokescreen?" Arcee asked.

The new robot, now named Smokescreen, stood up and brushed some dust off of his shoulders. "Yeah, I'm fine. Just one question, though – I thought we weren't allowed pets?"

Applejack glared at Smokescreen. "Y'all wanna run that by me again, pardner? We ain't nopony's pets."

Smokescreen kneeled down to get a better look at the Equestrians. "Wait a minute, are these the talking horses you guys told me about?"

"Yeah," Miko said. "Pretty cool, huh?"

"I still want to know why they're here," Raf put in.

Before anyone could say anything, the console near the Ground Bridge beeped. "Yo Doc, it's Wheeljack. Open a Ground Bridge for me, would you."

"Opening now, Wheeljack," Ratchet said. He pulled the lever, activating the green vortex in the tunnel on the wall.

"Who's Wheeljack" Scootaloo asked.

"Oh, trust me, half pint, you'll like him," Bulkhead said. "Best friend a 'Bot could ever have."

A second later, a white and green sports' car came speeding out of the Ground Bridge. It sped past the Equestrians, hitting the brakes and spinning around before transforming into its tall Robot Form. The robot took a moment to eye the Equestrians before turning to Bulkhead.

"So, Bulk, what's with the fuzzballs?"

"Hiya, bro," Spike said. "I'm gonna assume your name's Wheeljack."

"Okay, Trypticon, you wanna tell me how you know my name?"

"Because I just told them," Bulkhead said. "By the way, you remember that other world with the talking horses? Well, this is them."

"Seriously? For some reason, I was expecting them to be a little bit...bigger."

"Okay, we met some new Autobots that we haven't met before, but where in Equestria is Optimus Prime?" Rainbow Dash asked. "I mean, he's your boss, isn't he?"

They heard the sound of a large vehicle approaching from the main doors. The sound got closer, and a blue tractor trailer truck rolled into the room.

"Did Optimus Prime change his colors too?" Sweetie Belle asked.

The truck stopped a few meters in front of the Equestrians, and they all watched as it stood up, transforming into a Robot Form that resembled Optimus Prime, save for the taller shoulders and a different head, not to mention the blue and white color scheme.

The robot's hand transformed into a gun, and it aimed the gun at the Equestrians. "It seems the base has a rodent infestation."

Fluttershy immediately lowered herself to the ground and covered her head with her front hooves. All the other Equestrians quickly formed a protective circle around her. Rainbow Dash scraped at the concrete floor with her hoof and got ready to charge.

"Whoa! Ultra Magnus, wait a minute!" Raf cried. "These aren't rodents, these are friends!"

"Friends? These wouldn't happen to be the equines capable of intelligent speech, would they?"

"That's right," Bulkhead said.

Ultra Magnus put his gun away, the weapon transforming back into his hand. "I see. But what brings them to this place?" Bumblebee let out a series of beeps and whirs. "So none of you have an answer for that either, do you?"

"Nope," Arcee said.

Pinkie Pie tapped a hoof to her chin, before a wide smile crossed her face and she let out a loud gasp. "Wait a second! Three new Autobots that we've never met before? Do you know what this calls for?"

Rainbow Dash rolled her eyes. "Let me guess: A big welcome party."

"Why?" Wheeljack asked. "We've been here for about six months; we don't need anyone to welcome us."

"Wheeljack, let me clue you in on something," Bulkhead said, putting an arm around his friend's shoulders. "Just shut up and let her do her thing."

"Be right back!" Pinkie Pie cried, and she sped off, returning a second later with a pink wagon dotted with flowers, a wagon that she seemed to get from absolutely out of nowhere. The wagon opened, turning into what looked like a stove with pipes on either side, and Pinkie Pie began dancing around, playing multiple instruments at once and singing a cheery little tune.

_Welcome welcome welcome_

_A fine welcome to you_

_Welcome welcome welcome_

_I say, how do you do?_

_Welcome welcome welcome_

_A hip-hip-hip horray_

_Welcome welcome welcome _

_To the Autobots today!_

"Wait for it..." The overn opened, shooting out strings of confetti, and with a loud _BANG_, the pipes fired out wet cake mix.

"Incoming!" Ultra Magnus yelled, but before he, Smokescreen, and Wheeljack could do anything, the three Autobots – as well as Pinkie Pie – were drenched in the batter.

An innocent smile crossed Pinkie's face. "Whoops! Silly me, I must have put the confetti in the oven and the cake batter in the confetti cannons. Again!" She stepped back, breaking out of her batter shell and eating it in one gulp.

Wheeljack, Smokescreen, and Ultra Magnus brushed the cake batter off of them. "Well, that was...what's the word?" Ultra Magnus asked. "Interesting?"

"Weird?" Smokescreen suggested.

"Stupid," Wheeljack said. "Seriously, what was that all about?"

"Boys, you will learn real fast not to question anything Pinkie Pie does," Rainbow Dash said. "Now, where's Big Bot?"

The entire building shook as a series of thundering footsteps hit the ground. A moment later, a massive robot entered the room. He was tall, slightly taller than Ultra Magnus – and that was counting the shoulders – with a broad chest and a bright orange color scheme. Yet there was something familiar about this robot too – the head looked like Optimus, the chest was made of windows, just like Optimus – but that was where the similarities ended. On the robot's back was what looked like wings, and his arms were massive; it reminded Fluttershy of the minotaur Iron Will, if he were made of metal instead of flesh. But just who was this new robot?

It was his voice that solidified that this was indeed Optimus Prime – that deep, booming, resonating voice filled with wisdom, kindness, strength, courage, and sorrow.

"While it is good to meet you again, you shouldn't be here. It's still dangerous."

The ten Equestrians all craned their necks to look up at Optimus. He was taller now, and even though they knew how kind he was, he had a very intimidating look to him.

Rainbow Dash let out an admiring whistle. "Wow, Optimus, you look like you're ready to kick some major flank."

"I must admit, I like your new look as well," Rarity said. "It just screams power."

"But why is everypony looking different?" Sweetie Belle asked.

"Speaking of looking different, I couldn't help but notice," Miko said. She walked over to Twilight and started playing with her wings. "When did Twilight Sparkle grow wings?"

"Oh, that's...kind of a long story," Twilight said. She could feel her cheeks turning red, knowing what the Autobots and the humans would do when they found out that she was a princess.

"Oh, that's right, you haven't seen us in over a year," Rarity said. "Well, in that time, Twilight Sparkle here has become Equestria's newest princess."

"A princess?" Fowler gasped. "Wow. You've got some responibilities, horse."

Optimus bowed down in front of Twilight. "This is a year late, I understand, but please, allow me to congratulate you on the coronation, Princess Twilight Sparkle."

"Optimus, could you please not do that?" Twilight asked. "I – It makes me feel uncomfortable."

"What if he were to call you by your full title?" Spike asked. "Princess Twilight Sparkle Prime."

"Spike, I already told you, the Prime thing was unofficial and honorary. It doesn't count. Besides, it's too long a title anyway."

"Now, tell me something, my small friends," Optimus said. "What brings you to our world from Equestria."

"It's Rarity," Sweetie Belle replied. "She –"

"Sweetie Belle, shush!" Rarity hissed. "I – I don't want everypony to know about the nightmares."

"Nightmares?" Smokescreen asked. "That's like, bad dreams, right?"

"Very bad dreams, and you can thank that mean old Megatron," Pinkie Pie said. "What a meanie, hurting Rarity like that."

"I see now," Optimus said. "You still suffer, don't you, Rarity?"

"Well, yes, I'm afraid I do, Optimus Prime," Rarity said. "No matter how hard I try, the memories always come back to me, and always at the worst times – like Princess Luna's birthday party. I'll never be able to show my face in Canterlot again after that incident."

"We figured that meeting the Autobots would be just what the doctor ordered, so to speak," Rainbow Dash added. "And then we saw you guys are still fighting the Decepticons, so...Yeah, bad timing."

"Very bad timing, furball," Wheeljack said.

Rainbow Dash flew up to Wheeljack and pressed her face against his. "Okay, a couple of things here, Wheeljack. First off, if I hear you calling us rats, mice, rodents, or other things like that, I will not hesitate to stomp your face into metallic mush. Second, we have names, so I think you should call us by those names – Twilight Sparkle, Fluttershy, Pinkie Pie, Rarity, Appljack, Rainbow Dash – that's me, by the way – Apple Bloom, Sweetie Belle, Scootaloo, and Spike. You got that?"

"Yeah, I got it, Rainbow Dash," Wheeljack said. "Now, do you mind backing up a little bit? Your fur is getting in my optics." Rainbow Dash landed on the floor. "Thanks. By the way, nice tattoo."

"Oh, my Cutie Mark?"

Wheeljack barely managed to suppress a laugh. "Okay, wait. Cutie Mark? Wow, and I thought your names sounding like flavors of cybeer was silly."

Rainbow Dash scraped at the ground with her hoof and got ready to charge. She was about to gallop towards Wheeljack, but Applejack grabbed Rainbow's tail in her mouth, holding her in place.

"Wait just one apple pickin' minute," Applejack said as she spit Rainbow Dash's tail out of her mouth. "We ain't here to be pickin' fights with the Autobots, remember?"

"Yeah, yeah," Rainbow Dash said, waving a wing at Applejack. "We're here to try to help Rarity."

"Sorry to say it, but you won't be finding much in the way of psychological help here," Nurse Darby said.

"How come?" Scootaloo asked.

Before anyone could answer, the computer began to beep. Ratchet quickly started pressing buttons on the control console. "By the Allspark."

"What's wrong, Ratchet?" Spike asked.

"It's the Decepticons. They're on their way to New York City."

"Well, that's not good," Wheeljack said. He turned to Bulkhead. "But nothing the Wreckers can't handle."

"You know it, buddy," Bulkhead said. "Let's do it!"

"Ratchet, open the Ground Bridge," Optimus ordered.

"Hold on!" Twilight cried. "You're going off to fight the Decepticons, right? Let us help you."

"I appeciate the offer, Your Highness, but I think it's best if you all remain here where you'll be safe," Optimus said.

"Forget it, Optimus Prime," Twilight said. "You helped us in our world, so now it's time for us to return the favor. At least let the Elements of Harmony go with you."

"Twilight, we don't have the Elements of Harmony anymore," Rainbow Dash told her. "We gave them up to the Tree of Harmony, remember?"

"Doesn't mean that we still don't represent those Elements," Twilight replied. She turned back to Optimus. "Besides, if Megatron's there, well, we want a crack at him."

"I'd rather not," Rarity said, shrinking back.

Optimus looked at the six of them, and felt ashamed of himself. In the one year since they last met, he had fogotten their bravery, their courage, their spirits that rivaled those of the greatest Cybertronians.

"Optimus, you're not seriously considering letting them come with us, are you?" Ultra Magnus asked. "They will make easy targets."

"This is true, Ultra Magnus," Optimus said. "But I have seen their capacity for courage. They have all survived an encounter with the Decepticons. Young Rarity, for example, survived several hours of greulling interrogation at Megatron's hands just from her inner strength alone. They are strong. And they _are_ coming with us."

Ultra Magnus let out a sigh, before coming to attention and snapping a crisp salute. "Yes sir."

Optimus turned back to the Ground Bridge as Ratchet activated the green vortex. Ultra Magnus, Wheeljack, Smokescreen, Arcee, Bulkhead, and Bumblebee joined him.

"Autobots, transform!" Metal scraped against metal as the seven Autobots transformed into their Vehicle Forms – Optimus's Vehicle Form was a much bulkier truck than before, with a wider front that looked like it could smash through a mountain. The Autobots who could opened their doors and scooped up their passengers. "Roll out!"

The Autobots sped into the vortex.


	4. The Predacon

THE PREDACON

IT WAS A MAGNIFICENT CITY; THE ONLY PLACE IT COULD BE COMPARED to in Equestria was Manehattan, but even then, Manehattan was tiny compared to this city. The buildings reached high into the sky; the sound of a musical production could be heard on every block; the sounds of the vehicles and the people drowned out anything else Twilight could have heard; and though she knew it was meat – which made her gag with disgust – the smell of the hot dog vendors was making her hungry.

The Autobots sped down the street, weaving through traffic, stopping to let people cross the streets. Another twenty minutes of driving in some of the worst traffic the Equestirans had seen – which wasn't much, considering that this was the first time they'd been in human traffic like this – they made it across a large suspension bridge onto an island, the skyline dotted with hundreds of tall skyscrapers and water towers.

"So, where are the Decepticons?" Spike asked. "Where's Megatron?"

"Spike, give it up," Twilight moaned. She and Spike were riding inside Optimus, who was so large even in Vehicle Form that he took up almost an entire lane of traffic. "You let us handle it."

"Which 'us' are you talking about?" Spike asked. "You and the other Elements, or you, the other Elements, and the Autobots?"

"Um..." Twilight was rendered speechless; she had to admit that Spike had a good point. Even though she was a more powerful magic user than she was when she first moved to Ponyville, but she doubted her powers against a single Vehicon drone, let alone Megatron.

She turned her attention out the window, wondering why no one was pointing out a massive military vehicle occupied by an alicorn and a baby dragon was going down the street.

Traffic had come to a standstill; no surprise, as it was the middle of the afternoon – afternoon rush hour, one of the worst times to be on the road in the middle of New York City. Or any city, for that matter.

Rainbow Dash was riding with Bulkhead, along with Fluttershy; Pinkie Pie was riding along with Smokescreen. She impatiently tapped her hoof against the side of Bulkhead's door.

"Come on," she moaned. "Get moving, traffic. Seriously, and I thought Manehattan could be bad."

"Well, I'm pretty sure that city doesn't have thousands of cars and trucks on the road at the same time," Bulkhead said.

"No, just carriages and carts," Fluttershy replied.

Rainbow Dash started tapping her hoof more quickly. She flared her wings in frustration. "Oh, the hay with this! I'm gonna go up and see what's taking so darn long!"

"No you're not, Dashie," Bulkhead said. "It's bad enough humans are leery around us Cybertronians. Some have even tried to cut us open, see what makes us tick. A blue, flying, talking horse like you? You'd be on the scientist's table in no time flat. I don't think you want to be cut open like some sick science experiment."

Fluttershy shuddered. The same thing had almost happened to her once, and she wouldn't be here if not for that one human, who ended up dying for his efforts.

She forced herself to forget that thought, and instead turned her attention back to the city outside. Looking at it, she suddenly felt small, smaller than she had ever felt before. This city was gigantic, magnificent, and according to Bulkhead earlier, they hadn't even seen a quarter of it.

Rainbow Dash moaned again. "Come on, traffic! We got things we gotta do!"

"How about I turn on the radio, give us some tunes to listen to?" Bulkhead suggested. He turned on his radio and tuned it to a station. A song was in the middle of playing.

_Life is a highway_

_I wanna ride it all night long_

_If you're going my way_

_I wanna drive it all night long_

Something went flying overhead. Rainbow Dash craned her neck to look out the windshield. Whatever it was went by extremely fast.

_Maybe it was a flying Vehicon? Just let me at it._

"Optics up, bots," Wheeljack's voice came over the radio. "'Cons right over top of us."

"Don't do anything reckless," Optimus said. "We'll observe them for a moment, see what they do."

"It looks like they're heading for that forested area over there," Fluttershy said, pointing with a hoof.

"Central Park," Bulkhead groaned. "You catch that, Optimus?"

"I did, Bulkhead," Optimus replied. "But we have another problem – the _Nemesis_ is nearby."

"And the humans don't see that?" Rainbow Dash asked. "How the hay do they not see a giant spaceship?"

"It's New York City," Bulkhead answered. "People never look up. So, what are we going to do, Optimus?"

"We split up," Optimus said. "Smokescreen, Bumblebee and I will go after the Decepticon warship. Bulkhead, Ultra Magnus, Wheeljack, you follow the Vehicons to Central Park. Do not engage unless you have no other choice; we are only going to explore."

"You got it, Optimus," Bulkhead said.

"Just one question," Wheeljack put in. "How the scrap are we going to get out of this traffic?"

Bulkhead turned the wheel to the right. "There's a free lane right here, Jackie. Follow me." He pressed the accelerator and moved into the free lane, Wheeljack and Ultra Magnus following close behind. "Optimus, Smokescreen, Bumblebee, good luck."

############################################################

Miko paced around the central atrium, bored out of her mind. Everyone else had taken to doing whatever they could to keep themselves occupied – Ratchet was working on the communication systems, Jack and Raf were playing a game of Need For Speed, and June and Agent Fowler were keeping the Cutie Mark Crusaders occupied.

Except for Scootaloo, who was sharing Miko's boredom, and she showed it with a loud groan that caught everyone's attention.

"Why couldn't they have taken us along? It's so boring here! Now I know how Rainbow Dash felt when she was in the hospital after breaking her wing."

"The 'Bots might end up having to fight the Decepticons," Fowler said. "And if I know Big Red, he wouldn't want any little...kids involved in any of that."

"Wouldn't be the first time," Scootaloo countered.

"Yes, but that was because Megatron and Airachnid were using you as bargaining chips," Ratchet said.

Scootaloo's ears drooped; she had hoped to avoid being reminded of that, one of the scariest moments of her young life.

"But Scoot's right," Apple Bloom said. "Ain't there anything we can do around here?"

Everyone covered their ears as electronic feedback filled the room; Miko had plugged her electric guitar into the speaker system.

"How about band practice?"

"This again?' Jack asked.

"Jack, if you suggest playing the harmonica again, I will break this guitar over your head," Miko threatened. "We're not doing country!" She turned to the Cutie Mark Crusaders. "You kids play any instruments?"

"No, but we do have a song," Scootaloo said.

"Not this again," Sweetie Belle moaned, rolling her eyes. "Last time we did that song, everypony laughed at us. I don't know if I can take that again."

"Who said we were going to laugh at you, Sweetie?" June asked. "Come on, I want to hear your song."

Ratchet groaned in annoyance. "The last thing we need right now," he snarked.

"Well, you ain't no fun," Apple Bloom said.

Miko held the guitar pick between her thumb and index finger and strummed a few keys, tuning the guitar. "Come on, Crusaders, let's hear that wicked rock ballad!"

"You got it!" Scootaloo cried.

Miko strummed a few keys, and Scootaloo started to sing the song she had written for their performance at the Ponyville Elementary School talent show, just after the Cutie Mark Crusaders had come together.

_[Scootaloo]_

_Look, here, are three little ponies, _ _Ready to sing for this crowd, _ _Listen up, 'cause here's our story _ _I'm gonna sing it _

_[Sweetie Belle, Apple Bloom, and Scootaloo]_

_Very loud! _

_[Scootaloo]_

_When you're a younger pony _ _And your flank is very bare _ _Feels like the sun will never come _ _When your cutie mark's not there _

_So the three of us will fight the fight _ _There is nothing that we fear _ _We'll have to figure out what we'll do next _

_[Sweetie Belle, Apple Bloom, and Scootaloo]_

_Till our cutie marks are here! _

_We are the Cutie Mark Crusaders _ _On a quest to find out who we are _ _And we will never stop the journey _ _Not until we have our cutie marks _

_[Scootaloo]_

_They all say that you'll get your mark _ _When the time is really right _ _And you know just what you're supposed to do _ _And your talent comes to light _

_But it's not as easy as it sounds _ _And that waiting's hard to do _ _So we test our talents everywhere _

_[Sweetie Belle, Apple Bloom, and Scootaloo]_

_Until our face is blue _

_We are the Cutie Mark Crusaders _ _On a quest to find out who we are _ _And we will never stop the journey _ _Not until we have our cutie marks _

_We are the Cutie Mark Crusaders _ _On a quest to find out who we are _ _And we will never stop the journey _ _Not until we have our cutie marks! _

Miko finished strumming the guitar. "Yeah! Rock on, Cutie Mark Crusaders!"

"That was actually pretty good," June said.

"You you really think so?" Sweetie Belle asked. "Because last time it wasn't so good. Everypony laughed at us."

"We thought we could get our Cutie Marks in dramatic performance, but instead we won the comedy award, and didn't get a Cutie Mark for that," Scootaloo added.

Before anyone could say anything else, the computer beeped. Ratchet headed over to the console to check. "By the Allspark. It's him."

"Who?" Apple Bloom asked, her curiosity piqued.

"Predaking."

################################################

Ultra Magnus came to a stop near the park; Bulkhead and Wheeljack pulled up on either side of him and opened their doors, letting their passengers climb out. The three ponies stretched all four legs; they'd been sitting in the vehicles for so long that they had gone stiff and numb. "So, what's the plan?" Bulkhead asked.

"We go in there and scope out the place," Wheeljack suggested.

"Negative," Ultra Magnus said. "There are too many humans around for us to go through unnoticed. However, I have noticed that equines are abundant in this park. Perhaps our three companions could scout ahead for us."

"You got it, Big Blue," Rainbow Dash said, flapping her wings. "I'll go get a Pegasus's eye view of the place." She got ready to take off, only for Bulkhead to stop her.

"Hold on a minute, Dashie. You don't know these people, and they don't know you. These humans have never seen a Pegasus before, let alone a pink pony that smells like cotton candy. You're better off keeping all four feet on the ground. At least that way you'll blend in a little bit."

Rainbow Dash let out an annoyed groan. "I hate being grounded."

"You're just going to have to deal with it, Little Miss Blue," Wheeljack said. "Now get in there. We'll wait here."

Rainbow Dash glared at him and snorted; she'd only known Wheeljack for a couple of hours, but he was already started to get under her skin. Sure, she could be loyal to her friends – she _did_ represent the Spirit of Loyalty, after all – but she was also known for her temper, and so far today, Wheeljack was pushing a lot of her buttons. Still, he was Bulkhead's friend, she knew that, so she would keep herself from exploding on him. She, Fluttershy, and Pinkie Pie turned to the park and started walking.

########################################################

Optimus, Bumblebee, and Smokescreen came to a stop on the cape overlooking the bay. They opened their doors, letting their passengers climb out before transforming into their Robot Forms, weapons ready. Applejack scanned the horizon, using a hoof to hold down the brim of her hat to shield her eyes from the sun. "Optimus, ya said that the Decepticons were around here, didn't you? 'Cause I ain't seein' 'em."

"I highly doubt that a lone Vehicon drone would be patrolling a major metropolis like Manhattan without the warship somewhere nearby," Optimus replied.

Rarity stretched her front legs, then her back legs, before flipping her mane across her neck. "Well, just as long as they stay as far away from me as possible, everything will be fine."

"I take it you've got some history with the 'Cons, don't you, um, um...I'm sorry, what was your name again?" Smokescreen asked.

"You may call me 'Miss', or 'Rarity', or 'Miss Rarity', Smokescreen," Rarity replied.

"Yeah, Rarity. You've got some history with the 'Cons?"

Rarity turned away from him. "I would rather not talk about it, Smokescreen."

"It's that bad, huh?" Smokescreen asked. He was answered by a slap to the head, courtesy of Bumblebee. "I was just asking a question. Jezz."

Something went flying overhead; it looked like an aircraft, but with a strange design; the front resembled some sort of mouth, while the wings on the back, near the thrusters, were angled forward rather than backward. The body of the craft was smooth yet angular, and sitting atop the craft, over the thrusters, was some sort of large cannon. The craft approached a large rock in the shallow part of the bay, and with the sound of grinding gears and metal scraping against metal, the craft transformed into the sadistic, frightening leader of the Decepticons – Megatron.

"Optimus Prime. Been well?" He spotted Twilight, Rarity, Applejack, and Spike. "I see you've brought some familiar faces along."

Rarity's eyes remained fixated on Megatron – that smooth yet angular metallic body, those sharp, claw-like fingers, that massive cannon on his right arm, those demonic red eyes, that shark-like face...Try as she might to suppress it, the memory, the fear, the pain all came back to her at once, hitting her like a tidal wave, rendering her completely catatonic. She couldn't move, she couldn't think, she could barely breathe, could barely register Spike and Applejack shaking her, trying to snap her out of her stupor.

"Rarity! Rarity!" Spike shook Rarity as hard as he could, but Rarity wasn't responding.

"Oh for pony's sake!" Applejack yelled. She slapped Rarity with her front hoof. "Snap out of it, girl!"

"Huh? What? Oh. Forgive me," Rarity said, shaking her head and blinking her eyes. "It's just -"

"Megatron, I know," Applejack said.

"Megatron, why are you here?" Optimus asked, ignoring the ponies standing at his feet.

"The answer is simple, Optimus Prime," Megatron replied. "There is a Predacon fossil somewhere in this city, and my Vehicon drones will deliver it to Shockwave."

"You have attempted to clone the Predacons once before, Megatron," Optimus said. "And that failed. Why try it again?"

"Anything worth doing is worth doing twice, Prime," Megatron said. He glanced back at the ponies – Rarity was hiding behind Bumblebee's leg; Twilight's wings were flared and her horn was glowing; Applejack scraped at the ground with a hoof; Spike's clawed fists were raised, and he was blowing smoke out of his nostrils. Optimus, Bumblebee, and Smokescreen all readied their weapons and aimed at Megatron. The sound of jet engines filled the air. They all looked up, saw several – hundreds – of Vehicon drones flying towards them from across the bay. "I would love to stay and catch up with my...old friends," he said, once again looking at Spike and the ponies. "But I'm afraid I have prior engagements."

"You're just chicken, ya big goon," Applejack challenged.

"Hardly, my little pony," Megatron said, flashing a wicked smile, revealing his sharp teeth. "I merely have more important matters to attend to, rather than crushing an insignificant rodent such as yourself." He transformed into his Vehicle Form and flew off, heading in the opposite direction of the Vehicon drones. As soon as he was clear, the Vehicons opened fire.

#################################################################

Wheeljack was getting impatient. Those ponies had been gone for almost an hour. He knew that this park was big, but even so, it wouldn't take this long to search one little area for signs of the Decepticons. Maybe they had run into some humans? Maybe they got lost – it wouldn't have surprised Wheeljack, considering that those three didn't know this area. Even so, every second that went by saw him fighting off the urge to transform and go into the forest to hunt for them.

"They've been gone for too long, Ultra Magnus," he said. "Why don't we just go in there right now?"

"They'll be back soon, Jackie," Bulkhead said. "Trust me."

"I trust you, Bulkhead, it's those furballs that I'm leery about." He stopped talking when he heard the clopping of hooves on the ground. He wasn't sure if it was those ponies or one of the horses pulling a carriage through the park.

"Pinkie, those things were made of meat," Rainbow Dash was saying. "Eat that, and you'd be a carnivore. You know, the one thing that gets all ponies shunned from all of Equestria, the biggest taboo a pony can perform."

"But it smelled so good," Pinkie Pie said. "Mmm mmm good."

"Meat, Pinkie Pie," Rainbow Dash said. "M-E-A-T. That spells meat. Which is disgusting. Never had it, never plan on it. Blech!"

"What happened?" Ultra Magnus asked. "Did you find any signs of the Decepticons?"

Pinkie Pie happily bounced past him. "Nopey dopey."

"The only thing we found was a bunch of humans giving us weird looks," Rainbow Dash said. "And that one human who was selling these long skinny pieces of meat on bread."

"Hot dogs," Pinkie Pie corrected her.

"The point is, it's disgusting," Rainbow Dash growled. "And he's asking two bits for one? Get real."

"Can we please get back to the business at hand?' Ultra Magnus asked. "Listen, are you three sure you didn't see the Decepticons?"

"We wouldn't have said no if we had," Rainbow Dash replied.

"We also would have come running back," Fluttershy added.

"Maybe you three just weren't looking hard enough," Wheeljack said. He transformed into his Robot Form. "I'm going in there."

"Wheeljack, return to your Vehicle Form," Ultra Magnus said. "That's an order!"

Wheeljack wasn't listening; he walked right into the woods.

Bulkhead honked his horn in frustration. "Scrap. Jackie, you're going to blow our cover. Sorry, Ultra Magnus, but I gotta stop him." He transformed and followed Wheeljack. "

For pony's sake, what about keeping a low profile?" Rainbow Dash called after them. "That's what Optimus was harping on us for this whole time!"

"Optimus knows how to play a harp?" Pinkie Pie asked, once again totally missing the point.

Rainbow Dash slapped a hoof against her forehead and flared her wings in frustration. "Pony feathers."

Ultra Magnus let out an audible sigh. "I might as well follow to make sure they don't botch this mission. Stand back, you three." He transformed into his Robot Form. "You may as well tag along, but stay close. Understand?"

"Um, okay," Fluttershy said.

"You got it, Big Blue," Rainbow Dash added.

"Okey dokey lokey," Pinkie Pie chirped.

Ultra Magnus rolled his eyes. Didn't these three ever hear of military bearing? It made him feel uncomfortable hearing them talk to him like that. _I suppose I shouldn't fault them,_ he thought. _After all, they're not from here_. He started walking towards the woods, the three ponies following him.

######################################################

Smokescreen scooped Twilight, Rarity, Applejack, and Spike off the ground, holding them close to his chest as he fired at the Vehicons. The others had told him what a great asset they had been during their last meeting, and he wanted to make sure that they got out of this mess alive. He winced as an explosion went off nearby. Dirt and shrapnel bounced off his metallic flesh.

"The scrap with this," he hissed. "You four may want to hold on tight, we're going for a ride." He transformed into his Vehicle Form, strapping the three ponies and the dragon down with the seatbelts when he was finished, and sped off, several Vehicons following behind.

"Smokescreen! The Vehicons are gaining on us!" Spike yelled.

"I can see that," Smokescreen yelled. "Hold on!" He pulled on the emergency brake, and turned the wheel sharply to the left, drifting around a tree. He released the emergency brake and slammed the accelerator to the floor, kicking up clouds of dirt and dust as he sped through the trees.

"Did we lose 'em?" Applejack asked.

Rarity had her front hooves put together, almost as though she were praying. "Please be gone, please be gone, please be – " An explosion went off nearby, causing Smokescreen to flip. He landed on his roof.

"Ouch!"

"Smokescreen, get up!" Spike yelled. "Up, up, up!"

"Yeah, easier said than done, little man," Smokescreen replied. "I can't transform like this. You're all going to have to get out."

"Hold on," Twilight said. She activated her magic, teleporting the four of them out of Smokescreen and back outside, allowing Smokescreen to transform, weapons out. He turned and fired at the Vehicons, taking one down.

"You four get somewhere safe. I'll come find you when we're done with the 'Cons!" He didn't bother waiting for a response, just charged for the Vehicons, weapons firing.

Arcee dug her arm blades into a Vehicon's head, slicing it in half. Another Vehicon came at her from the side; she leaped up onto its shoulders, planting her feet on either side of its neck, and with one good twist, pulled the 'Con's head off of its body. She kicked another one, sending it flying at Bumblebee, who grabbed it and tossed it off the cliff. "Nice throw, 'Bee." Bumblebee beeped in response.

Optimus had taken out a gatling gun. He pulled the trigger, firing hundreds of rounds into several Vehicons. He used the barrel of the gun to hit another 'Con in the head, hitting it so hard that the Vehicon's head actually broke off its body.

The head landed next to Spike, coming within inches of crushing him. "Yah! Maybe this wasn't such a good idea," he said as he ran back to Twilight. "We should never have agreed to this! Just send us home!"

"I can't right now, Spike," Twilight said. "We don't have everyone together, and besides, my magic still needs time to recover."

"So basically what you're saying is, we're all gonna die!" Spike cried. Twilight slapped his cheek with a hoof. "Thanks, Twilight. I needed that."

Smokescreen threw the body of a Vehicon away; the body slammed into another 'Con, sending it careening off the cliff. "They just keep coming!" Guns flipped out of his hands, and he fired at another 'Con. "Who's pumping them out?"

"This is futile," Optimus said. "We will deplete our ammunition before we can defeat them all. Smokescreen, Bumblebee, pick up the Equestrians and we'll fall back."

Bumblebee beeped in response.

"You got it, Optimus," Smokescreen said. They both transformed into their Vehicle Forms. "Follow me, 'Bee." They sped off towards the Equestrians' hiding place and opened their doors. "Get in, you guys!" Twilight and Spike climbed into Bumblebee, while Rarity and Applejack climbed into Smokescreen. They closed their doors and sped off. The other Autobots transformed into their Vehicle Forms and sped off.

###########################################################

Pinkie Pie happily bounced alongside Ultra Magnus as they made their way through the forest. The three Autobots had their weapons out, scanning the area around them. Rainbow Dash was flying alongside Bulkhead, and Fluttershy was hanging back, clearly nervous – nothing unusual for Fluttershy.

"So, what are we looking for? Random 'Cons or their warship?" Rainbow Dash asked.

"We'll know when we see it, Dashie," Bulkhead said. "But you saw a 'Con, so the _Nemesis_ might be around here somewhere."

"I certainly hope we don't see it," Fluttershy squeaked. "I don't want to go through that again." She felt her fear rising as she remembered her and her friends being in the middle of a 'Bot-on-'Con brawl while they were trying to rescue Rarity. It was one of the most terrifying experiences of her life.

Pinkie Pie stopped as her tail started twitching. Rainbow Dash and Fluttershy immediately started scanning the sky.

"Okay, what's going on?" Wheeljack asked. "Why's the pink one wagging her tail? She happy or something?"

"I'm not wagging my tail," Pinkie Pie replied. "My tail's twitch-a-twitching. See? Twitchy twitch twitch-a-twitch. That means something's going to fall from the sky!"

Wheeljack and Ultra Magnus both turned to Bulkhead. "You know these creatures," Ultra Magnus said. "Is that true?"

"I couldn't tell you," Bulkhead said. "This is new to me."

"Let me tell you something, boys," Rainbow Dash said. "When Pinkie's twiching, you shut up and listen."

"Oh, please," Wheeljack moaned. He grabbed a low-hanging branch and broke it off the tree, before letting it fall to the ground. "There. See? A branch fell."

"That doesn't count," Pinkie said. Her entire body started shaking. "Uh oh."

"What is it now?" Ultra Magnus asked. "Are you cold? You shouldn't be, you have a fur coat."

"No, not that," Pinkie Pie replied. "Whatever's going to fall is going to be a real doozy!"

Fluttershy spotted something that made her eyes go wide with fear. "D-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-d-"

Rainbow Dash started shaking Fluttershy's shoulders. "Spit it out, Fluttershy. What are you trying to say?"

"DRAGON!"

The surrounding forest suddenly disappeared. A wall of black had sprung up, a blackness that emitted a deep, rumbling howl of fury. The creature was massive, much larger than any of the Autobots – larger than Optimus Prime, larger than Megatron – with dark metallic skin that seemed to be covered in spikes. Its mouth was split into four jaws which shook as it opened them and roared its screeching, hellish sound. The wings were impossibly long, so long that they were blocking out all view of the forest behind it – two hundred yards from wingtip to wingtip. A long tail slapped the ground, causing a shockwave that nearly threw everyone off their feet. Fiery red eyes glared at Fluttershy, demonic red eyes that seemed to burn into her very soul. Its long neck was craned high above even Ultra Magnus's head as it stared down at them. The creature opened its four-jawed mouth and roared again. Not only that, but its throat and mouth started glowing.

"Get lost, dragon!" Rainbow Dash yelled. She flew at the dragon, turned around, and bucked it in the face with her hind legs. This was enough to cause the dragon to stop preparing its attack; instead, it just glared at Rainbow Dash. "Heh heh, sorry. That just ticked you off, didn't it?" The dragon roared; the force of its roar sent Rainbow Dash flying back. Bulkhead caught her in his hand.

"Gotcha."

"Thanks, Bulk."

"Pinkie Pie, Fluttershy, get away from him!" Bulkhead yelled, turning his attention back to the dragon. His hand transformed into a blaster. "Get away from Predaking!"

Pinkie Pie and Fluttershy were frozen with fear. Wheeljack ran towards them as Bulkhead and Ultra Magnus fired their weapons. He reached behind him and took out a pair of katanas and leaped at Predacon, slashing at his face, cutting into his metallic flesh. He put one sword away and with his now-empty hand, he scooped Fluttershy and Pinkie Pie off the ground. "Geez, you two, don't you know what 'get away' means?" He transformed into his Vehicle Form, strapping Pinkie and Fluttershy down with his seatbelts. "Just hold on. Bulk, Shoulders, I got the other horses!"

"Get them to safety!" Ultra Magnus yelled. "We're right behind you. Bulkhead, transform." He and Bulkhead transformed and sped off -

Just as Predaking launched a stream of fire at them.

Bulkhead felt the heat of the fire on his rear bumper and his back tires spun on the dirt. Rainbow Dash could smell the trees and grass burning. She looked back and saw Predaking giving chase, flying after them.

"Bulk, he's right behind you!"

"I see that, Dashie." He strapped her down with the seatbelt. "Hang on!" He pressed down on the accelerator, speeding up to catch up to Wheeljack and Ultra Magnus. "We have to lure Predaking someplace where we can trap him! At least then he won't be on our skid plates."

"Cave!" Rainbow Dash yelled, pointing at a nearby cave with her hoof. "Lure him in there!"

"Good idea," Bulkhead said. "Wheeljack, Ultra Magnus, follow me." He turned and drove into the cave, Wheeljack and Ultra Magnus following close behind. Bulkhead and Wheeljack opened their doors, letting Rainbow Dash, Fluttershy, and Pinkie Pie climb out before they transformed into their Robot Forms.

Wheeljack patted the grenade on his waist. "All we have to do now is wait for the right moment," he said. Predaking came into the cave, smoke coming out of his mouth. He glared at the six of them.

"Wait for my signal," Ultra Magnus said.

"We don't have time for that," Wheeljack said. He took the grenade off his waist, pushed a button, and threw it at Predaking. Predaking swatted the grenade out of the air with one of his front claws. The grenade hit the wall, and exploded. Rocks started to fall from the ceiling. Each rock was bigger than the last.

"We've got to get out of here," Ultra Magnus said. He transformed into his Vehicle Form. "Gather up the Equestrians, and let's get out of here!" Wheeljack and Bulkhead transformed and opened their doors, allowing Pinkie Pie and Rainbow Dash to climb inside, before they sped off. "Ratchet, this is The Wreckers. We need a Ground Bridge, now!" The green vortex appeared in the air, and they drove through it, just as the entire cave collapsed.


	5. One-on-One

ONE-ON-ONE

THE SEVEN AUTOBOS SPED THROUGH THE GREEN VORTEX. THEY SKIDDED TO A STOP. Bumblebee, Smokescreen, Wheeljack, and Bulkhead opened their doors, allowing the Equestrians to climb out before they transformed into their Robot Forms.

Spike started kissing the ground. "Yay! No more 'Cons! No more shooting!"

"What happened with Predaking?" Jack asked.

"Seriously, who the hay is Predaking?" Scootaloo asked. "Ratchet wouldn't tell us!"

"Dragon," Pinkie Pie replied. "Big, angry, scary dragon! Breathes fire! Like, holy cow! Right, Fluttershy?" She didn't get an answer. "Fluttershy?"

"Where is she?" Twilight asked.

"Come to think of it, I haven't seen her since we lured the dragon to that cave," Rainbow Dash said. She looked up at Wheeljack, Bulkhead, and Ultra Magnus. "I could have sworn one of you guys picked her up."

"I didn't," Bulkhead said. "I thought Wheeljack did. Or maybe Ultra Magnus."

"I knew you two picked up Rainbow Dash and Pinkie Pie," Ultra Magnus said. "I didn't see what happened with the other one."

"Then she might still be back there!" Rainbow Dash cried. "We have to go back! We've got to find her!"

"Oh, will you relax?" Wheeljack asked snidely. "She's just a horse."

"Just a – just a – " She flew up to Wheeljack's face, pressing her nose against him. "She's not just a horse, pal – she's my best friend! And if she really IS trapped in that cave with that dragon, then that's your fault! That was your bomb you threw – even when Ultra Magnus told you not to!"

"Wheeljack, is that true?" Optimus asked.

"If I had waited for Shoulders's orders, we all would have been scrapped," Wheeljack said. "I don't regret my decision. Why are you getting so uptight about it, Rainbow Flash?"

"It's Rainbow DASH, Wheeljack! And why wouldn't I be worried about Fluttershy? She's my best friend, a fellow Pegasus, a fellow Cloudsdalian, and I am NOT going to let her rot in that cave with that dragon!" She turned to Ratchet. "Open your Bridge thingy up, I'm going back there!"

"I'm sorry to say, Rainbow Dash, that it's too dangerous," Optimus said.

"Oh, COME ON! Do it!"

"Just forget about it," Wheeljack said. "Who cares? I don't."

That was the straw that broke the camel's back – so to speak. Rainbow Dash turned back to Wheeljack, flew at him, and slammed her front hooves into his gut, sending him sprawling to the ground. He landed hard, Rainbow Dash landing on his chest. She reared up and slammed her front hooves down on him, doing no damage at all.

Wheeljack grabbed Rainbow Dash and threw her off of him. "Get off, you little – !"

Rainbow Dash hit the far wall and slumped to the ground. She stood up and shook her head, clearing it, before glaring at Wheeljack. She scraped her hoof on the floor.

Wheeljack's hand transformed into a gun. "Go ahead and try it, you filthy animal."

Rainbow Dash growled, baring her teeth. She snorted as she started galloping at Wheeljack. Wheeljack started shooting at Rainbow Dash. She weaved left and right, avoiding Wheeljack's shots. As she dodged another shot, she knocked a tall machine over, causing it to break.

"Rainbow Dash, I needed that!" Ratchet whined.

Rainbow Dash flew at Wheeljack and slammed into him, sending him flying back through the door. They both hit the ground outside. Wheeljack slapped Rainbow Dash, sending her careening into the side of the hangar wall. She managed to right herself and got ready to fly at Wheeljack again.

Wheeljack took out one of his swords. "Come on."

"You might want to have Bulkhead help you out, Wheeljack," Rainbow Dash hissed.

"Wreckers don't call for backup," Wheeljack replied. "They call for cleanup. And you're going to leave quite the mess."

Rainbow Dash got ready to fly at Wheeljack again –

"Rainbow, stop!" Twilight yelled. She activated her magic, grabbing Rainbow Dash by the tail and holding her in place.

Bulkhead, Smokescreen, and Bumblebee had to struggle to hold Wheeljack back.

"Twilight, let me go!" Rainbow Dash yelled. "I'm going to pound his face into metallic mush!"

"Try it, you rat!" Wheeljack yelled. "I'll turn you into glue!"

Optimus put himself between the two of them. "THAT'S ENOUGH! BOTH OF YOU!"

Everyone went silent and all eyes turned to Optimus. No one, not even Ratchet, had heard him bellow like that. Not even during the war, not even when Starscream stole all the Omega Keys. The sound of his booming voice caused the organics' blood to run cold; no one had ever heard a tone like that come from Optimus before.

"Rainbow Dash, I am sorry about what happened with Fluttershy, but I cannot allow you to go back for your own safety," Optimus said. He turned to Wheeljack. "And Wheeljack, you should learn that Rainbow Dash is very loyal to her friends. She will not hesitate to fight even Predaking if it meant saving Fluttershy."

"With respect, Optimus, I don't know these creatures, so I don't care," Wheeljack said.

"You should care, it's your fault she's stuck there!" Rainbow Dash yelled. Optimus just glared at her, shutting her up.

"Rainbow, I'm going to let you go now," Twilight said. "Please, don't charge at Wheeljack. Okay?"

"Fine."

"Do you Pinkie Promise?" Pinkie Pie asked. "Cross your heart, hope to fly, stick a cupcake in your eye?"

"Yes, yes, YES! Just let me go, Twilight!" Twilight turned off her magic, releasing Rainbow Dash. Rainbow sat on the ground, crossing her front hooves in front of her chest, and huffed. Her wings flared in anger. She'd never been so angry, so frustrated, so ready to pound something into the ground.

Wheeljack turned away from the group and started walking. "Wheeljack, where are you going?" Sweetie Belle asked.

"I'm going for a drive," Wheeljack replied. "I have to clear my head." He transformed into his Vehicle Form and sped off.

"And I'm going for a flight," Rainbow Dash hissed. She shot into the air.

"Well, that was kind of huffy," Miko said.

"Can you blame her?" Raf asked. "Fluttershy's her friend, after all."

"I was also talking about Wheeljack," Miko said. "Duh."

"What should we do, Optimus?" Arcee asked. "Want me to go get Wheeljack? Twilight or Scootaloo could go after Rainbow Dash."

"I would if I could," Scootaloo said. She fluttered her tiny wings. "But my wings aren't fully developed yet."

"Wonderful," Arcee moaned, rolling her eyes.

"Leave them be," Optimus replied. "Sometimes it's best to just leave someone to cool off."

###################################################

Fluttershy coughed, expelling dirt and dust from her mouth and her nose. She flopped her ears, clearing them of dust. Everything had gone black after the explosion. All she remembered was a loud boom and a flash, and then rocks and boulders started falling from the ceiling, and then...Nothing. Everything had gone dark. She didn't know how long she was unconscious, but it had been long enough that the Autobots had already left, and probably didn't even know that she was still in this cave.

There was a little shaft of light seeping in through the cracks between some of the rocks above her head, enough to see by but not enough to light the entire cavern. Judging from that light, it was still daylight out, but she had no idea how long that would last. It was already pushing the evening hours when Predaking attacked.

Fluttershy had to get out of this cave. She grabbed the first rock she saw with her front hooves and lifted it, straining to carry the heavy rock. She wasn't as strong as Rainbow Dash or Applejack, and it took every ounce of strength she had to lift the boulder.

She set it down, taking a moment to catch her breath. Moving that rock had taken every ounce of energy she had, but she couldn't let up. Once she had her breath back, she would move another rock, and repeat the process until she was out. She had to get out; she didn't want to think of the alternative.

It took her almost an hour to move five more rocks, stopping after each rock to catch her breath and rest her burning muscles. She moved one more rock out of the way –

Coming face to face with the draconic face of Predaking.

Fluttershy leaped back in fright and lowered herself to the ground, covering her face with her wings. Her body shook with fear. She was waiting for the sound of his flame breath, the feeling of his fire on her flesh, incinerating her in an instant.

It never came.

Fluttershy peeked out from between her feathers. The lights in Predaking's eyes were out, and he wasn't moving. The only part of his body that Fluttershy could see was his head, long neck, and torso; everything else was covered with rocks. For a moment, she thought he was dead.

The lights in his eyes came on, and he turned his attention to Fluttershy. His four jaws split open slightly as he growled at her.

And then he began to transform, changing into a slightly smaller yet still intimidating Robot Form.

_He's a Transformer?_

"It would seem as though your comrades have forgotten about you, little one," Predaking said. His voice was crisp and polished, and he spoke in a similar accent to Rarity, or anypony fron Canterlot. "Or did you simply elect to stay behind and finish me off while I was defenseless? Given your small stature, I highly doubt you would be able to."

"My friends didn't forget about me," Fluttershy said. "I'm sure they'll be back for me any moment." She coughed again; there was so much dust in this cavern, besides the fact that she was still trying to catch her breath.

Predaking tried to move, but couldn't – his legs were trapped under so much rubble. "This is unacceptable. Someone like me should not be stuck in this cavern with a cave mouse."

Fluttershy silently huffed. She hated being referred to as a rodent, as she was sure her other friends did. But then again, to the Transformers, they were small enough. And it was only the Decepticons who referred to them as such – and now this dragon.

And now she was stuck with him.

But something was nagging at her from the inside, a question burning to get out.

"Why did you attack me and my friends earlier?" she asked. "You're not a Decepticon, are you?"

"A Predacon," Predaking replied. "An ancient race of Cybertronian. And the last of my kind."

The last of his kind? That phrase tugged at Fluttershy's heartstrings. She suddenly felt so terrible for him. She walked over to Predaking and gently put a hoof on his arm.

"You poor thing, I'm so sorry."

Predaking snarled at her and raised a clawed hand, causing Fluttershy to back away and shrink down in fright. "Do not give me your pity, mouse! I do not need it. I understand that you are simply showing some kindness, but it is wasted on me."

"Everyone deserves a little kindness," Fluttershy said. "You, Discord, even – well, no I don't think Megatron does. He's so mean and scary and hates everything."

"Megatron and the Decepticons gave me the closest thing I have to family and kin," Predaking said. "Being the last of my kind, having once joined them in extinction myself – "

"What?"

"I was once dead, as my brethren are. The only reason I exist today is due to Shockwave's experiments."

"Who's Shockwave?"

"You wouldn't know him. He is a Decepticon, Megatron's science officer and the one to whom I owe my very existence. He would have revived my long-lost brothers, had the Autobots not destroyed them in cold blood, as the humans are fond of saying."

"Wait, I know the Autobots. They would never do anything like that."

"No? From what Megatron, Starscream, and Knock Out have told me, you only met them once, and even then, it was for barely two days. How could you possibly know anything about those filthy Autobots?"

"The Autobots are my friends. I know them. I'll admit, I didn't meet Wheeljack, Smokescreen, or Ultra Magnus until today, but I'm pretty sure that I would know my friends."

"Friends?" He turned away from her, almost in sorrow. "I don't have the luxury of friends." He tried to move his legs, but they were still stuck – Fluttershy was amazed that he even managed to transform in that position. "If you do not believe me about what happened to my brethren, then ask your Autobot friends. Ask Optimus Prime."

"Optimus is kind and caring and sweet and – "

"And a murderer of the innocent!" Once again, he flashed his claws at her. She backed away. The tips of his claws pressed against her neck; they felt cold against her flesh. "And it is because you are no doubt innocent that I have spared your life for the moment. But do not make the mistake of getting on my bad side, my little pony. If you do, then I will not hesitate to tear you apart. Understand?" Fluttershy was so scared she couldn't speak; she just nodded her head. "Very good." He pulled his hand away.

"Um, if you don't mind me asking – you're stronger than I am. Couldn't you simply shatter these rocks and get us out of here?"

"I must conserve my strength," Predaking replied. "Which is something I suggest you do. After all, you will not last long in here. Me, I'm what you may call immortal – I will survive. You on the other hand will be a corpse within a week. So save your strength in case your 'friends' come to the rescue. Do not mistake that statement for compassion, because if the Decepticons find us first, you may as well consider your life forfeit."

Fluttershy turned and walked away from him. She figured it was best to leave him be. After all, he seemed like he didn't want to be bothered with her. If Pinkie Pie were here, she would be upset that Predaking wanted nothing to do with her and would constantly try to be his friend – it wouldn't be the first time. But Fluttershy wasn't Pinkie Pie, she knew when to leave somepony alone.

She made her way over to the far end of the chamber she and Predaking were in and lay on the ground. She knew the Autobots would find her, it was only a matter of time.

_But what if it's not the Autobots? What if my friends don't find me, but the Decepticons do? I don't want to meet Megatron or Airachnid again._ She felt like she was about to cry. _No. I have to be strong. As Celestia as my witness, I WILL be strong. I will make it through this. I have to make it through this. Be strong, like Optimus would want._

"Why did you come?" Predaking asked. "From what I understand, you and your kin are not even from this world."

"That's right, we're not," Fluttershy said. She was glad that he was at least making small talk with her; it helped them pass the time while they sat and waited. "We came here because we thought we could help our friend Rarity. You see, after the Decepticons came to Equestria – "

"Equestria? Is that the name of your home land?"

"Yes. After the Decepticons arrived, they ponynapped Rarity – she found some Energon before that." She saw Predaking's eyes go wide with surprise. "Don't ask me how it got there, nopony knows. But Rarity was captured by Soundwave and though she still won't tell us exactly what happened, I'm sure that it must have been awful. Poor thing, I couldn't even imagine going through something like that."

"How did you even get to this world? Megatron has told me that your world doesn't have access to Ground Bridge technology."

"No, but we have access to magic, courtesy of Twilight Sparkle. She found a spell in one of Starswirl the Bearded's spellbooks that allowed us to come here. But if we had known that the Autobots were still fighting the Decepticons, if we had known that there was someone like you here, we would never have come."

"Someone like me?"

Fluttershy shrunk down. "Um, I'm sorry. What I meant was, somepony as scary as you. Please don't be angry with me. I really didn't mean anything by it."

Predaking let out a rumbling sigh. "Never mind." He looked up at the crack the light had been shining through; it was gone, replaced by the black sky of night. "It's night."

"Already?" Fluttershy asked. "That was fast." She gasped. "The critters in the meadow! Angel, Elizabeak, Hairy! I'm not there to feed them and put them to bed!" She felt like slamming her head against the floor. "I should never have agreed to this. I should be home, feeding the critters and putting them to bed before curling up in my own bed, with my teddy bear."

"Whine about it to your friends in the morning," Predaking said. "Assuming they even find us."

Predaking was right, Fluttershy knew that. What were the chances the Autobots would find them? What were the chances the Autobots would find them first?

She didn't want to think about that right now. All she wanted to do was get some sleep. She would worry about it in the morning.

########################################################

Rainbow Dash's anger still hadn't subsided. She'd never been this angry before, not with anypony – not even those bullies from Summer Flight Camp in Cloudsdale. She could easily ignore those bullies, but Wheeljack...He was a different story entirely. Ignoring Ultra Magnus's orders was one thing, but allowing her best friend to rot in some cave Celestia knew where? Unacceptable, totally unacceptable. And then he had the audacity to abandon her? And then call Rainbow Dash a filthy animal, a rat? That wasn't Autobot behavior, that was Decepticon behavior. Rainbow found herself wondering if Wheeljack was really a Decepticon in disguise.

She shook her head. That couldn't be true. Sure, Wheeljack was a jerk, but he was also Bulkhead's best friend. Even so, that didn't give him the right to treat Fluttershy like that, like she was a piece of garbage. He barely even knew her! He barely knew any of Rainbow Dash's friends! What right did he have?

_No right, that's what,_ she silently fumed as she flew through a cloud.

That was a mistake; unlike the clouds in Equeatria, Rainbow Dash didn't burst through the other side right away; instead, water collected on her fur and feathers, weighing her down and causing her to fall.

"Buck, buck, BUCKBUCKBUCK!" She was falling at a high rate of speed, to fast to recover. The friction of the air going past her was the only thing drying her off. She opened her wings, trying to get some lift.

"Come on, wings. Fly. Fly! FLY, YOU PIECES OF HORSE PUCKEY!"

Her feathers flared as they caught the wind. She righted herself and started flying again, barely five feet off the ground. If she hadn't gotten the lift she needed, well...She didn't want to think about that. It was bad enough that she was still angry at Wheeljack.

_Stinking Wheeljack. I'll show him when I get back. But I'm not coming back alone, I'll have Fluttershy with me. I'll fly all the way to that cave if I have to._

Something flew past overhead. Rainbow Dash looked up at it. _Megatron?_

No, not Megatron. It was long and pointed, gray, with the wings on its sides pointed towards the rear and fire and smoke coming out of its backside.

_Starscream. Might as well take my anger out on a 'Con._ She flew up towards the jet, going past it as fast as she could. The plane banked and started following her, firing its machine guns. Rainbow Dash dodged to the left and right, feeling the heat of the bullets off her skin and fur. She flew around a cloud, the plane following close behind, though it wasn't as maneuverable as she was.

Rainbow dove towards the ground. The plane followed. She landed on the ground, skidding a few feet as she stopped. Just as the plane was reaching the ground, it transformed – Starscream was now in his Robot Form. He raised his arm, pointing his missile at her.

"I remember you, you little vermin," he said in his raspy voice.

Rainbow Dash scraped at the ground with a hoof. "You caught me in a fowl mood, 'Scream." She charged at Starscream, galloping as fast as she could.

"I won't fall for this again!" Starscream hissed as he fired his missile.

Rainbow Dash leaped to the side; the missile hit the ground, exploding and spraying dirt and shrapnel everywhere. Rainbow felt a piece of metal hit her in the side, but ignored it as she leaped at Starscream, plowing into his face and knocking him to the ground.

Starscream threw Rainbow Dash off of his face. She flipped in the air and landed on all four hooves, turning to face Starscream again. She flared her wings and scraped at the ground.

"Make a move, you little rodent," Starscream said. He flexed his long fingers. "I dare you."

Rainbow Dash charged at him again, galloping at her top speed, picking up speed, until she broke the sound barrier, creating a sonic boom. She plowed into Starscream, knocking him to the ground, breaking his metallic exoskeleton, leaving him writing in agony.

"I don't have time to deal with you, 'Scream!" she yelled as she took to the air and flew off. "I've got better things to do than fight with you!"

Rainbow Dash didn't know how long she had been flying, but after a while, she felt a sharp pain in her side. She landed, feeling the pain in her right side and in her right hind leg. The pain in her side was thanks to some small pieces of shrapnel, nothing too bad – she easily pulled them out. But the pain in her leg, that was because of a large piece of shrapnel sticking in her flesh, digging into her muscles.

She knew it was a bad idea to pull the shrapnel out of her leg – it kept her from bleeding profusely – but even just having it in there was annoying. She reached back and grabbed the metal in her mouth, pulling as hard as she could. It hurt, but biting down on the metal stifled a scream.

The pain was excruciating. Rainbow couldn't help but let out a small yell of agony as she yanked the shrapnel out of her flesh. She dropped the metal and took several deep breaths, trying to calm herself down. The shrapnel must have come from Starscream's missile.

Rainbow shook her head. _You've got more important things to worry about than where this stuff came from, Dash. Fluttershy needs your help, so get your rump in gear._ She flapped her wings and took to the air.

She only flew for an hour and a half before she started getting tired. She landed, wincing at the pain in her leg. She'd never had to land from exhaustion before. Was it that little fight with Starscream? Was it the pain in her side and her leg?

She looked back at her leg; her cyan blue fur was soaked with blood.

_Wonderful. I'm losing blood. There's got to be some way to stop the bleeding._ She looked around; the only things she could see was flat grasslands and a small river flowing through the landscape. _Beggers can't be choosers, Dash._ She walked over to the river, limping the whole way, and stepped into the water.

The cool water felt good against her sweaty fur and skin, though it also stung her wounds. She winced. It was the good pain, like pulling a thorn out of her hoof. It was certainly a better kind of pain than when she broke her wing a while back.

Rainbow Dash lowered her neck down to the water, plunging her snout under the surface and lapping up some cool water. The water wasn't the tastiest she'd ever drank, but at least it soothed and lubricated her tongue and throat.

She stood up straight and stretched. She'd wasted too much time, she had to keep going.

Night was falling, but Rainbow Dash wasn't going to stop. She would walk all through the night if she had to.

########################################################

Fluttershy had fallen asleep some time ago. She lifted her head off of her front hooves and blinked the sleep out of her eyes. Twinkling starlight filtered in through the crack in the roof of the cavern. Predaking was till in his Robot Form, laying across from Fluttershy. It looked like he was asleep.

_Robots don't sleep, though. Wait, he did say that he had to save his energy, so maybe he just turned himself off?_

She stood up and stretched, before walking over to Predaking. Asleep, shut down, whatever it was he was doing, he looked so peaceful – not like the monstrous beast he had been earlier. Fluttershy wondered what sort of dreams he was dreaming.

_I wonder if he's dreaming about his dead brothers? I feel so sorry for him, knowing that he's the last of his kind. Poor thing. He must be so sad. But that still doesn't explain why he attacked us and the Autobots. Well, okay, maybe the Autobots – after all, isn't Predaking part of the Decepticons? But my friends and I haven't done anything to him. He doesn't know us. Megatron and the other Decepticons may have told him about us, but that's still no reason to attack us like that._

She watched Predaking for several minutes, waiting for him to move, to do something. Still, he just lay there, not moving, not acknowledging Fluttershy's presence.

Fluttershy yawned and walked back over to the wall she was lying against. She lay down, curling her legs beneath her body and resting her head on the ground, before closing her eyes and falling asleep again.

#######################################################

She was tired, her legs were sore, the pain in her right rear leg was shooting through her entire body, but Rainbow Dash wouldn't – _couldn't_ – stop. She had to keep going. She would walk all night if she had to. It was already well into the early hours of the morning; she could tell by the chill in the air that it was past midnight. Despite her determination to keep going, she could feel her eyelids drooping – even though she wouldn't want to, it wouldn't be long until she ended up falling asleep.

She shook her head, trying to keep herself awake. She blinked several times, expelling the feeling of sleep from her eyes.

Something went flying overhead, catching Rainbow Dash's attention. Was it Starscream looking for another flank kicking?

_No, it's – IT'S MEGATRON!_

Megatron descended, transforming into his Robot Form when he was close to the ground. He seemed to blend in with the dark night, though Rainbow Dash could still make out his demonic red eyes and the purple Decepticon insignia on his chest.

"It's the blue one. Rainbow Dash, am I right?"

Rainbow Dash completely forgot about her exhaustion and pain. All she cared about was that she was finally alone with the monster that had terrorized Ponyville, nearly destroyed Canterlot, almost killed Rarity...Her anger flared. She spread her front legs, flared her wings, and scraped at the ground with a hoof.

"You're joking, right? Please tell me you're joking."

"Do I _look_ like I'm joking, 'Con?" Rainbow Dash growled. Ignoring the pain in her leg, she charged at Megatron and leaped at him, slamming into his chest as hard as she could. Megatron stepped back. Rainbow Dash flew back and around to make another pass at Megatron –

Megatron slapped Rainbow Dash away. She righted herself and hovered, shaking her head to dull the pain in her body. With a hiss, she flew at Megatron again.

"Foolish little rodent." He raised his arm, aiming his cannon at her, and fired. Rainbow Dash weaved to the left, dodging the blast. She turned around when she was close enough and bucked Megatron in the face. Megatron stepped back, holding his face with his left hand.

"That was for Rarity!" Rainbow Dash yelled. She flew at Megatron again, her front hooves out in front of her, and plowed into his chest, throwing him back and knocking him to the ground. "And that was for Fluttershy!"

Megatron climbed to his feet and aimed his weapon at Rainbow Dash again. "The only ones who have managed to even damage me have been Optimus Prime, an Insecticon, and Predaking. How is it that you could hurt me?"

"Stuff it in your tailpipe, Megajerk!" Rainbow Dash yelled. She flew at Megatron again.

"Predictable," Megatron grumbled. He snatched Rainbow Dash out of the air.

"Let me go! Drop me, Megapunk!"

"You're brave for such a little pony, I'll give you that much," Megatron said. "Unfortunately, bravery is not enough to allow someone like you to live." He tightened his grip.

Pain shot through Rainbow Dash's body. She felt her blood vessels being compressed, her ribs crushing her lungs. She kept her mouth shut, stifling a scream for as long as she could, but she couldn't hold it for long – she had to let the scream out.

The sound of a car engine filled the air. A green and white car slammed into Megatron from behind, knocking him down and causing him to lose his grip on Rainbow Dash. She flared her wings, trying to get some lift.

She hit, hard, but not as hard as she expected. She opened her eyes – which had been tightly closed – and saw that she was still resting in a large, metallic hand.

Wheeljack's hand.

Wheeljack held Rainbow Dash close to his chest and reached over his shoulder, pulling out one of his katanas.

"How's it hanging, Megatron?"

"The Wrecker." Megatron flashed his shark-like teeth and raised his weapon. He fired.

Wheeljack rolled out of the way, holding Rainbow Dash tight against his chest so he didn't lose his grip on her. He stood upright and put Rainbow on the ground.

"You wait here. I'll take care of Megapunk." He took out his other sword and turned to face Megatron again, a steel faceplate folding over his mouth.

"All right then," Megatron said. A blade slid out from under his arm cannon. "You forget, Wheeljack, that I honed my skills in the pits of Kaon."

Wheeljack scoffed. "Big whoop. The Wreckers have taken down gladiators before."

"You've never gone one-on-one with Megatronus," Megatron said, and he charged at Wheeljack.

Wheeljack raised one of his swords, blocking Megatron's blade. He went to slash Megatron with the other sword; Megatron blocked the sword with his bare hand. The two combatants pushed against each other, struggling to gain the upper hand.

Rainbow Dash stepped back from the two massive robots, trying to get out of the way of their fight, which wasn't easy considering the pain in her leg. She rolled out of the way as Wheeljack stepped back. He raised a leg, kicking Megatron back. Megatron slid for a few feet before stopping himself. He glared at Wheeljack, raising his blade as Wheeljack charged at Megatron.

Wheeljack slashed at Megatron, going for the head, shoulders, neck, torso. Megatron blocked every attack with his blade and his arm. One good kick sent Wheeljack tumbling head over heels. He flipped, landing on his feet. He tightened his grips on his swords before charging at Megatron again.

Megatron ducked out of the way as Wheeljack kicked at his head. Before Wheeljack could recover, he punched Wheeljack in the face. Wheeljack stumbled a little bit, shook his head to balance himself.

"Is that the best you can do? Scraplets hit harder than you do, and they're tiny."

"Are you mocking me?" Megatron asked.

"Maybe I am."

Megatron raised his cannon and fired. Wheeljack rolled to the right, avoiding the blast. He rolled to his feet and threw a sword at Megatron. The blade stuck into Megatron's shoulder. He pulled the sword out and threw it back at Wheeljack. He caught the sword by its blade and charged at Megatron. He put his swords together, forming an "X" shape, and thrust them at Megatron's head. Megatron leaned back, avoiding the blades, and kicked Wheeljack in the gut. Wheeljack doubled over, quickly standing upright and thrusting a blade into Megatron's gut.

Blue Energon leaked out of Megatron's wound. He grabbed the blade and pulled it out of him, before backhanding Wheeljack, sending him sprawling. Wheeljack quickly rolled to his feet, kicking Megatron in the knee as he did, bringing Megatron to the ground. He followed up with a good kick to Megatron's face.

Megatron climbed to his feet and fired. The blast hit Wheeljack square in the chest, knocking him back. He hit the ground; smoke rose off of the burn on his chest. He tried to stand up; Megatron put a foot on his chest, holding him to the ground. With his other foot, Megatron pinned Wheeljack's arm to the ground, preventing him from using his sword. He blasted the other sword out of Wheeljack's free hand.

"Good effort, Wheeljack, but unfortunately, it wasn't good enough."

"What are you waiting for then, Megs? Get it over with, Buckethead."

Rainbow Dash couldn't take it anymore. She took to the air and flew at Megatron, picking up speed with every passing second, until she shattered both the sound barrier and the visible light spectrum – what the Pegasi called a "Sonic Rainboom". Rainbow Dash was the only Pegasus to ever do a Sonic Rainboom – it was thanks to Rainbow defending Fluttershy at Summer Flight Camp, and then she did it again recently during the Cloudsdale Young Flyers' Competition. Upon performing a Sonic Rainboom, Rainbow Dash's speed grew exponentially.

Rainbow turned sharply, speeding towards Megatron. She put her front hooves out in front of her and slammed into Megatron, throwing him off of Wheeljack. They flew through the air for a moment, before Rainbow threw Megatron to the ground. She looped around in the air, before diving down and slamming into Megatron, driving him deep into the ground.

Wheeljack slowly climbed to his feet and looked at the crater that had been made. He walked over to the crater, holding and rubbing his chest, trying to dull the pain.

"Yo! Rainbow Splash! You okay in there?" He stood at the edge of the crater and looked inside.

Rainbow Dash was lying atop Megatron, who was buried several feet underground. Rainbow slowly stood up; it wasn't easy with the pain racking her body, not only from the pain in her side and her leg, but also from the damage she had received from the fight with Megatron. She looked up at Wheeljack; her face was dirty and bruised, and her nose was bleeding.

"It's Rainbow DASH." She tried to climb out of the crater; it wasn't easy, not with her bad leg.

Wheeljack reached into the crater and lifted Rainbow out. "Quick question: Do you have some sort of death wish? Not even Optimus would take on Megatron without thinking about it first."

"I didn't have time to think about it," Rainbow replied. "He attacked me first. Okay, hold on. I take that back. I DID think about it. I thought about Fluttershy alone and scared in that cave, and I thought about what that monster had done to Rarity. No way I was going to let him go without paying for it in some way."

"Well, you didn't do too bad, Little Miss Blue. Nice moves." He put Rainbow Dash on the ground. "So, what do you say we get the heck out of here and find your friend?"

"Wait a minute, since when did you care?" Rainbow Dash asked. This wasn't like how Wheeljack was acting earlier. When did he have a change in character?

They were interrupted by Megatron climbing out of the crater. He shook his head and glared at Rainbow Dash.

"You are certainly strong for such a little creature," he said. "I had forgotten about your unbreakable spirits." He turned to Wheeljack. "Deliver a message to Optimus Prime for me: I will be back." He transformed into his Vehicle Form and flew off into the night.

Rainbow and Wheeljack watched Megatron fly away. Rainbow Dash let out a sigh of relief.

"I thought he would never leave." She turned up to Wheeljack. "Wheeljack, what are you doing all the way out here?"

"Well, if you really want to know, I WAS on my way to find your friend," Wheeljack replied. "After all, I'm the one who got her trapped in that cave, as you said. So I figured I'd try to fix my mistake."

"Really? Because that's what I'm doing too!"

"How about that. Tell you what, how about I give you a lift. We can get there a heck of a lot faster." He transformed into his Vehicle Form and opened his door. "Climb on in, Rainbow Ash."

"It's Rainbow Dash," Rainbow said as she climbed inside.

Wheeljack closed the door and drove off.

########################################################

Fluttershy was awoken by the sound of a vehicle approaching from outside the cavern. She stood up and hurried over to the wall, pressing her ear against it. The sound of the vehicle was getting closer and closer by the second, until they stopped.

Then she heard it. The sound of someone transforming, and then the voices.

"Fluttershy, are you in there?"

"Hold on, short stuff, we'll get you out of there!"

"Rainbow Dash, Wheeljack, you're here! You came back! Thank Celestia."

Predaking had woken up at this time. "What is that sound?"

"It's my friends," Fluttershy said. "My friends came back for me. Don't worry, Predaking, we'll be out of here in a moment."

Predaking moved his legs again. He must have regained enough of his strength, because he was able to free them from the rubble pinning them down. He stood up, stretching his arms and legs, before transforming into his Dragon Form –

Just as Wheeljack and Rainbow Dash broke through the stone wall.

"Fluttershy! Uh oh."

"Butterscotch, get out of there!" Wheeljack yelled. His hands transformed into guns, and he started shooting at Predaking.

His blasts did no damage to the massive Predaking. Predaking shook his head, shaking off Wheeljack's attack. He growled.

"Please, wait," Fluttershy squeaked.

"I've got this," Rainbow Dash said. She flew at Predaking, flying in a circle around him as fast as she could. Predaking watched Rainbow fly for a moment, before sticking out his front leg and slapping Rainbow away. She hit the ground and skid for few meters before coming to a stop. "Ow. This night's going to be the death of me."

"Rainbow Dash, Wheeljack, please wait," Fluttershy squeaked.

Wheeljack took out his swords and charged at Predaking.

Fluttershy wasn't going to stand for this any longer. She put herself between Wheeljack and Predaking and screamed at the top of her lungs: "WAIT!"

"What is it?" Wheeljack asked as he came to a stop.

Fluttershy turned to Predaking. Predaking just glared at her, growling, his four jaws vibrating wth each rumbling growl.

"It's okay," Fluttershy said. She smiled sweetly at Predaking. "My friends aren't going to hurt you. Go home, Predaking. You deserve it."

Predaking did nothing for a moment, just stared at Fluttershy, before letting out one more growl and walking outside. He spread his wings and took to the air, flying off into the night.

"Butsershy, do you know what you've just done?" Wheeljack asked.

"I just let Predaking go home," Fluttershy replied. "Oh, and um, my name is Fluttershy." She turned to Rainbow Dash, who was struggling to pick herself up off the ground. "Oh my goodness, Rainbow Dash! Are you okay?"

"Well, I'm alive, if that's what you mean," Rainbow replied. "Ow! Besides the fact that my whole body feels like it's about to fall apart. Can we get the buck out of here now?"

Wheeljack put his fingers to the side of his head. "Doc, it's Wheeljack. Me, Rainbow Flash, and Flutterscotch need a Ground Bridge."

"IT'S RAINBOW DASH!"

"My name is Fluttershy."

Wheeljack transformed into his Vehicle Form. "Just get in, you two."


	6. If Everyone Cared

IF EVERYONE CARED

THE COMMAND CONSOLE BEEPED.

"Yo, Doc, open up that Ground Bridge," Wheeljack's voice said through the radio. "And you might want to get the hospital ready."

"Have you been injured, Wheeljack?" Ratchet asked.

"Not me," Wheeljack replied. "Look, just do it, would ya? We don't have all night."

Ratchet pulled the lever, activating the Ground Bridge. The room was illuminated by the glow of the green vortex as it appeared in the tunnel. He turned to the Bridge, watching, waiting for Wheeljack, Rainbow Dash, and Fluttershy to come through.

The sound and the lights from the Ground Bridge had woken up the humans and the ponies, who had fallen asleep some time ago. Twilight rubbed her eyes with a hoof as she came into the roo. She looked at the Ground Bridge, just as Wheeljack came speeding through in Vehicle Form.

Wheeljack came to a stop, his tires squealing and leaving black marks on the floor. He opened his door, allowing Fluttershy to climb out.

"Where's Rainbow Dash?" Jack asked.

"I'm right here," Rainbow Dash replied as she climbed out of Wheeljack. "Ow! Sore leg is sore."

Twilight's eyes grew wide as saucers when she saw the extent of Rainbow Dash's injuries – her entire body was bruised, black and blue; she had dried blood on her nose and her side, and her right hind leg was held off the ground, a large hole in her flesh, blood slowly oozing out of the wound.

"Whoa!"

"Anypony got a band aid?" Rainbow Dash asked. She winced in pain. "Or three? And maybe about ten aspirin?"

Wheeljack transformed into his Robot Form. "You heard Rainbow Splash, Doc – get her a band aid."

"My name is – oh, forget it," Rainbow Dash hissed.

"Sorry, Wheeljack," Ratchet said. "I can't exactly work on organic lifeforms. But Jack's mother is a nurse, she might be able to help."

"I told you before, I'm not a vet," June said. "But how difficult could it be? Come on back to sick bay, Rainbow, I'll get you patched up."

Rainbow Dash followed June to the back of the base, towards the medical ward, limping the whole way, wincing in pain with every step. She couldn't wait to be patched up, as June had put it, but as soon as she was done, she was going to get some sleep.

"Here," June said as they entered the room. She picked Rainbow up and lay her on her side on the table. "Just wait here. I'll go get some supplies." _Going to need some stitches and anasthesia_, she silently added, making a mental note of what she needed.

Rainbow Dash lay her head against the cool table. She felt like falling asleep right now, she was so exhausted. Tonight was one of the most taxing nights she'd ever had in her entire life.

June returned a few moments later, wearing a pair of white latex gloves and carrying a small vial, a small pair of scissors, a needle, and what looked like metal string.

"Okay, Rainbow, I'm going to start working now," June said. She picked up the vial. "This is going to numb your leg and make it easier for me to work on you. It might sting at first, so try to bear with me, okay?"

"Okay, okay, just get it over with," Rainbow said.

She winced as she felt the tip of the vial enter her skin, felt the strange liquid being put into her muscles. A few seconds later, she lost all feeling in her leg.

"Are you okay, Rainbow Dash?" June asked.

"Well, I can't feel my leg."

"Good. That will make this easier for the both of us." She threaded the metal string through the needle. "I'm going to work on sewing the muscle together first. That might help get rid of the limp a little bit." She put the needle into the muscle tissue and pulled it through, bringing the flesh together. "How did this happen, anyway?"

"Had an encounter with Starscream. Got a piece of his missile stuck in me. And it really bucking stings."

"I can believe it. Trust me, I've seen much worse than this in the ER."

"ER?"

"The emergency room. I know they've got hospitals in Equestria, how could you not know what an ER is?"

"Well, excuse me," Rainbow Dash said. "The last time I was in the hospital was when I broke my wing."

June pulled the needle through the muscle tissue, pulling the muscle together. She picked up the scissors and cut the stitches. "There. All done with the muscle. Now to work on the skin."

"Quick question," Rainbow said. "How is this stuff going to come out?"

"Your skin and muscle tissue will just grow over it," June replied. "Don't worry." She continued to stitch Rainbow's skin back together. "You're lucky the shrapnel missed your femoral artery."

"Why's that?"

"If the femoral artery is cut even a little bit, you'd bleed out in just under a minute."

"Ouch." She felt a slight sting in her pain. "Am I supposed to be getting feeling back in my leg yet?"

"No, why? Don't tell me the anasthesia's wearing off."

"Okay, I won't tell you."

June looked up from her work station. "Spike, go to the medical bay and get me some more anastesia."

"I don't even know what that looks like," Spike said.

"I do," Twilight said. "Come on, Spike." She trotted away, Spike following close behind.

"While they're doing that – Jack, come hold Rainbow Dash down."

"You don't have to do that," Rainbow Dash said.

"We do," June said. "We can't have you moving around before we get the anasthesia back into you."

Jack put his arms across Rainbow, holding her to the table. "Jack, you don't have to hold me down. I'll be fine until the stuff gets here."

"Sorry, Rainbow Dash," Jack said. "Nurse's orders."

Rainbow Dash snorted in annoyance. "Fine, whatever." She winced. "Ow!"

Spike came into the room, carrying another vial. "This is what you need, right, Nurse Darby? It's what Twilight said to bring you. I hope she's right."

June took the vial from Spike and read the label. "Yeah. Yeah, this is it. Now I need you to do me another favor."

"What's up?"

"Come hold the wire so I can administer the anasthesia."

Spike came around the side of the table and took the needle and wire from June. "Okay. Got it."

"Just don't pull on it until I tell you." She injected the liquid into Rainbow Dash, numbing her leg again. "How do you feel, Rainbow Dash?"

"Numb again. Can we get this over with? I'd like to be able to walk soon."

"You'll still have a limp for a little while. I'd say about a week at the most. Okay, Spike. Thanks. Jack, you can let her go now. I'll call someone again if I need help. Thanks, guys." She watched Spike and Jack join the others as she got back to work.

###################################################

Fluttershy paced back and forth, watching as June worked on stitching Rainbow Dash back together. So many thoughts were racing through her mind – she was worried about Rainbow Dash, who had risked her life – and almost got herself killed – trying to rescue her; she was thinking about Wheeljack, who had gone off to stand in the corner to be by himself; she was thinking about Rarity, how they had come to this world to help her and instead it seemed like they were just going to make things worse for the poor dear; she was thinking about Predaking being the last of his kind.

And there was one question plaguing her mind.

She walked up to Optimus, who was standing near the Ground Bridge controls with Ratchet, watching the computer screens.

"Um, Optimus Prime? May I ask you a question?"

Optimus turned to look down at her. "Ask away, little one."

"Did you, um, did you really – I mean..."

Ratchet moaned in annoyance. "Just spit it out, Fluttershy."

"Optimus, did you and the Autobots really destroy all the Predacons?"

Optimus got on his hands and knees, lowering himself to Fluttershy's level. "Where did you hear about that, Fluttershy?"

"Um, Predaking told me. While we were in the cave. He said that you destroyed the Predacons that Megatron was trying to create. Is it true? Did you really...kill them? All of them?"

"I don't know what Predaking said to you, my friend, but you must understand that the Predacons are just as dangerous, if not moreso, than the Decepticons. I understand that you have already experienced Predaking's powers firsthand – even though it may have only been a limited taste. You don't know him like we do. He is ruthless, vicious, lethal, the ultimate hunter."

"Then tell me why he let me live," Fluttershy said. "He was trapped in the rubble, yes, but he still could have torn me apart. But he didn't, he let me live. Why do you think that is?"

"I cannot say."

"But you can decide whether or not innocent beings who haven't even been born yet can live or die? Optimus, what gives you – or any Autobot – the right to do that? Predaking said that they were still in their tubes. They were living beings who can never have the opportunity to experience the joys of life. How do you know that they were evil? How do you know that they were the killers that you say they are?"

Optimus turned his head away. It was clear that he didn't have an answer.

"You are strong, Optimus, and you and the other Autobots have my respect and admiration, but what right do you have to act like a god and comdemn something to death before it can even open its eyes for the first time?"

Optimus stood up. "Fluttershy, I understand what you are saying, I really do."

"Do you?"

"Yes. And you're correct, we don't have the right. But what you need to understand, my young friend, is that even if they were as innocent as you believe, the Decepticons would have twisted and corrupted their minds. They would be the ruthless hunters that Predaking is. We took the pros and the cons into account – "

"Why don't I believe you?" Fluttershy asked, cutting him off. "Why do I have the feeling that you are...lying to me? You would never lie." She felt tears stinging her eyes. "Predaking is the last of his kind. When he dies, there will be no more Predacons – they'll all be extinct."

"Good," Wheeljack said from his corner. "Never liked that guy to begin with."

Fluttershy shot him an angry look. She felt her temper rising, something that rarely ever happened with her – the last time that happened was thanks to the minotaur Iron Will. But now, knowing that the Autobots had slaughtered innocent beings who hadn't even taken their first breaths...

_I said that I respect the Autobots, but now I'm starting to wonder if that's true. They've essentially committed murder. Genocide, even._

"Nice to be back on my hooves." Rainbow Dash walked over to them, limping the whole way. "Though I still can't feel my leg."

Fluttershy threw herself against Rainbow Dash, pulling the cyan-blue pegasus in for a tight hug. "Thank goodness you're okay."

"Ease off, Fluttershy. It was just a little cut."

"Little cut?" June asked from across the room. "Rainbow, I already told you, your main artery was close to being cut. If that had happened, you wouldn't be standing here right now."

"Okay, maybe not so little." She noticed Fluttershy's eyes were glistening. "Oh, don't tell me you're crying because I'm all better now."

Fluttershy wiped her eyes with her foreleg. "No, Rainbow, it's not that. It's – " She looked back up at Optimus. "What Predaking said was true. You're a murderer." She galloped towards the door leading outside, throwing the door open and taking to the air, flying off towards the forested mountains in the distance.

"What's wrong with her?" Rainbow Dash asked. She turned to Optimus. "Was it something you guys did? She had no reason to call you a killer."

"You're wrong, Rainbow Dash," Optimus replied. "It's true that Megatron and Shockwave were seeking to revive the Predacons using the Predacon fossils they recovered, and it's also true that we destroyed the Predacons before they came online. But you must understand that we only did so to protect this world."

"Yeah, I get that. Maybe Fluttershy just wasn't looking at things from your perspective." She started walking towards the door. "I'll go talk to her."

##########################################################

Fluttershy had her face buried in her front legs, and she was sobbing loudly. The sounds of the forest were somewhat soothing to her – it almost reminded her of her cottage in the meadow back home – but it wasn't enough to cause her sadness and anger towards the Autobots to subside. The revelation – and confirmation – that the Autobots had slaughtered beings that were still innocent and hadn't caused any bloodshed...It made her question the nobility of the beings that were responsible for defending Equestria and saving Rarity's life.

She raised her head as Rainbow Dash came in for a landing. "Hey Flutters. What's up?" Fluttershy didn't answer, she just turned away. "Feeling pretty lousy, aren't you?" Fluttershy just nodded her head in reply.

Rainbow sat down next to Fluttershy. "Look, I talked to Optimus a little bit before I came to find you. You didn't give him a chance to tell you his side of the story. Want me to tell you what he told me?"

"Well, I guess you're right," Fluttershy said as she wiped her eyes.

"Okay, here's what he told me. We say Predaking earlier, right? You saw how tough and dangerous he is. Optimus told me that Megs and some dude named Shockwave – whoever that is – made more Predacons using some bones, and Optimus had the Autobots destroy the Predacons before they could hurt anypony. Makes sense, doesn't it?"

"Well, maybe a little. But, do the ends really justify the means?"

"Maybe not. But you've got to admit, if they hadn't done that, there'd be hundreds of dragons running around in this world, and Celestia forbid they make their way to Equestria. We've got enough problems with our own dragons without having transforming robotic dragons running around."

The sound of an approaching car engine filled the air. Rainbow Dash's ears twirled as she tried to pinpoint where the car was coming from.

_Behind us. But who is it?_ She turned around in time to see Wheeljack pull up. He opened his door, allowing Rarity to climb out before he transformed into his Robot Form.

"Hey Rainbow Mash. Hey Butterscotch."

"Rain. Bow. DASH!"

"It's Fluttershy, Wheeljack."

"Give me a break, I'm still working on getting the names down," Wheeljack said. "Look, Parity was worried, so she asked me to help her look for you."

"Wheeljack, I told you already, my name is Rarity, not Parity, and certainly not Hairity. The latter name is what Spike dubbed me after our encounter with poison joke."

_I don't even want to know_, Wheeljack thought.

Rarity joined Fluttershy and Rainbow Dash. She lay down, tucking her legs underneath her body. "Fluttershy, I can understand why you are upset, but you yourself must understand, the Autobots had their reasons."

"We sure did," Wheeljack said as he joined the three of them. He sat down. "Trust me, one Predacon – "

"Is bad enough, I know," Fluttershy said. She wiped her eyes again. "I didn't mean all those things I sad earlier. I was just so angry and shocked. Wheeljack, do you think Optimus will forgive me?"

"If I know Optimus, he's probably already put it behind him," Wheeljack said. "Look, about Predaking – you know you're lucky to be alive, Fluttershy."

"Wow, you actually got somepony's name right," Rainbow Dash said with a grin on her face.

"I know how she feels," Rarity put in. "Different circumstances, of course."

"Yeah, been meaning to ask about that," Wheeljack said as he turned to Rarity. "What happened, exactly? All the others said is that Megatron – "

"Wheeljack, you might want to shut up," Rainbow Dash said, cutting him off. "That's kind of a touchy subject."

"I must agree with Rainbow Dash," Rarity said. "I...don't wish to talk about it." She put a hoof against her chest. "I can still feel the pain of the electricity coursing through my body, can still feel the cortical psychic patch in the back of my mind. I've been waking up every night with these terrible nightmares. It once got so bad that Sweetie Belle and the others practically had to force me to eat, had to force me to go outside so that I could make deliveries or simply to get some fresh air. Even now, one year after the fact, I cannot get those terrible memories out of my mind. Optimus has said that my mind will never heal, and Agent Fowler has called it – what did he call it again? Posttraumatic stress disorder, I do believe. He, too, has said I'll never fully recover."

"I know what he means," Wheeljack said. "You know how Bulkhead and I were members of the Wreckers, right?"

"Wasn't Ultra Magnus your commander way back when?" Rainbow Dash asked.

"Shoulders? Yeah. But you know, our whole schtick was that we did the dirty work – mainly assassination. That never really bothered me. After the war, we scattered, and now Bulkhead, Ultra Magnus, and I are the only Wreckers left – as far as I know. Topspin, Roadbuster, Seaspray, Leadfoot, all dead. Most of them were dead before I reunited with them, and I watched Seaspray get blown to scrap, and there wasn't anything I could do to stop it from happening."

"Oh my. I'm so sorry for you," Fluttershy said. "They were your friends, weren't they?"

"Yeah," Wheeljack replied. "But that's the natue of war. Anyone can die."

Rarity didn't want to hear any more about war and death. She turned away from Wheeljack and looked up at the early morning sky – the light blue hue, the stars still twinkling, the moon still shining, though it was clear that soon the sun would grace the sky.

It was quite beautiful. It filled Rarity with a sort of comfort she hadn't felt in a long time.

_RARITY: From underneath the trees, we watch the sky__  
__Confusing stars for satellites__  
__I never dreamed that you'd be mine__  
__But here we are, we're here tonight_

_Singing, "Amen I, I'm alive"__  
__I'm alive__  
__Singing, "Amen I, I'm alive"_

_If everyone cared and nopony cried__  
__If everyone loved and nopony lied__  
__If everyone __shared __and swallowed their pride__  
__Then we'd see the day when nopony __died_

_RAINBOW DASH: __And I'm singing__  
__Amen I, Amen I, I'm alive__  
__Amen I, Amen I, Amen I__  
__I'm alive_

_And in the air the fireflies__  
__Our only light in paradise__  
__We'll show the world they were wrong__  
__And teach them all to sing along_

_Singing, "Amen I, I'm alive"__  
__I'm alive__  
__Singing, "Amen I, I'm alive"_

_If everyone cared and noopny cried__  
__If everyone loved and nopony lied__  
__If everyone shared and swallowed their pride__  
__Then we'd see the day when nopony died_

_____RAINBOW DASH AND RARITY: __If everyone cared and nopony cried__  
__If everyone loved and nopony lied__  
__If everyone shared and swallowed their pride__  
__Then we'd see the day when nopony died__  
__When nopony died_

___FLUTTERSHY: __And as we lie beneath the stars__  
__We realize how small we are__  
__If they could love like you and me__  
__Imagine what the world could be_

_If everyone cared and nopony cried__  
__If everyone loved and nopony lied__  
__If everyone shared and swallowed their pride__  
__Then we'd see the day when nopony died_

___FLUTTERSHY, RAINBOW DASH, AND RARITY: __If everyone cared and nopony cried__  
__If everyone loved and nopony lied__  
__If everyone shared and swallowed their pride__  
__Then we'd see the day when nopony died_

"Okay, I don't know what that was all about," Wheeljack said. "But can we go now? Flutters and Rainbow certainly look like they could take a few hours to power down."

"He's right, "Rarity agreed. "You two look absolutely dreadful."

"And I have to apologize to Optimus for the way I acted earlier," Fluttershy added.

"Then what are we waiting for?" Wheeljack asked. He transformed into his Vehicle Form and opened his doors. "Climb on in, fuzz balls." The three ponies climbed into Wheeljack. He shut his doors, strapped them down with his seat belts, and sped off.


	7. Dark Energon

DARK ENERGON

SWEETIE BELLE COULDN'T GET TO SLEEP. THE HUMANS HAD OFFERED THE EQUESTRIANS air mattresses to sleep on during their stay, and the one that she was on was extremely uncomfortable. It didn't help that it was the middle of the day – everypony had stayed up after Wheeljack, Rainbow Dash, Rarity, and Fluttershy came back – and the sunlight coming in through the window was filtering into Sweetie Belle's closed eyes.

_Ah, the hay with this_, she thought as she opened her eyes. She rolled off of the tiny mattress and onto her hooves. The curtains were closed, but that didn't stop the sunlight from coming in. She opened the curtains, blinking as her eyes adjusted to the change in the lighting. Judging by the position of the sun, it was close to noon.

Apple Bloom and Scootaloo were sleeping on separate mattresses in the room. Apple Bloom looked rather content, but Scootaloo was thrashing around. She thrust one of her front legs into the air, like she was punching something.

"Take that, you big mean Decepticon," she muttered.

_Scootaloo's dreaming about fighting the Decepticons. Just as long as she's doing it in her dreams. _

Apple Bloom moaned as she opened her eyes. "What time is it?"

"Almost noon," Sweetie Belle replied. "We didn't get to bed until five in the morning."

Scootaloo had woken up. "Five? Wow, we were up pretty late. Anyway, how do you think Rainbow Dash is doing? I saw her leg last night. Ouch."

"She was doing fine when Wheeljack brought her and Fluttershy and Rarity back," Apple Bloom said. "Wanna go check up on her, Scootaloo?"

"Gotta make sure my idol is doing A-OK," Scootaloo replied. She quickly galloped out of the room.

Apple Bloom and Sweetie Belle followed Scootaloo into the main atrium. None of the Autobots were around – _Must be out on patrol or just drivin' around_, Apple Bloom thought.

In fact, there was no one around. It was like the entire place had been completely abandoned. There were no Autobots – they were probably out – there were no humans, and the older ponies weren't around either – they were probably asleep.

"Hello!" Scootaloo called. "Rainbow Dash! Bulkhead! Smokescreen! Miko!"

"They're probably still asleep," Sweetie Belle guessed. "You probably shouldn't be yelling like that, Scootaloo." Scootaloo galloped down the hall, where she knew the humans and the older ponies were sleeping. "And there she goes."

"Come on, Sweetie Belle," Apple Bloom said. "Gotta make sure she don't wake nopony up before they're ready." The two fillies followed Scootaloo down the hall.

Scootaloo was running from door to door, clearly unsure which one led to the room Rainbow Dash was in. Apple Bloom mentally shook her head; Jack's mother had said that Rainbow Dash needed rest, which meant that she didn't need Scootaloo bothering her right now. Sure, the older Pegasus loved the little filly, but given the extent of her injuries, Rainbow Dash didn't need to be bothered right now.

They caught up to Scootaloo as she banged a hoof on a door. "Rainbow Dash, are you in there?"

The door opened; Miko was standing on the other side. She rubbed her eyes; she was clearly tired. "Scootaloo, do you mind? We barely got any sleep last night. Whatever it is, can't it wait until later?"

"Sorry, Miko," Scootaloo said. "But I was looking for Rainbow Dash. I wanted to make sure that she was doing okay."

"I'm sure she's fine, kid," Miko replied. "She's probably just sleeping."

"Where?"

"I don't know, one of these rooms. Look, why don't you three go find something to get into."

"Like what?" Sweetie Belle asked. "The Autobots are out and everypony else is asleep."

"I don't know," Miko said. She was starting to get frustrated, but managed not to show it. "Find a way to beat up Megatron or something, just let me get some sleep." She closed the door, making sure not to slam it in the fillies' faces.

The three fillies sat in the silent hall, quietly thinking to themselves. Apple Bloom tapped a hoof to her chin in thought. "Y'all thinkin' what I'm thinking?"

"Yeah," Scootaloo said. "You guys know how to work the Ground Bridge?"

"No," Sweetie Belle replied. "And I don't think we should even bother trying."

"You're no fun, Sweetie Belle," Scootaloo said. "Think about it – we get onto the Decepticon warship, we beat the living pony feathers out of Megatron, and we get rid of your sister's nightmares."

"D'ya really think it will be that easy?" Apple Bloom asked. "'cause I don't."

Scootaloo thrust a hoof into the air. "Come on, Crusaders. Let's go show those Decepticons that the Cutie Mark Crusaders mean business."

Apple Bloom tapped a hoof to her chin. "Well, since I AM thinking the same thing – "

Sweetie Belle sighed. "Oh, all right."

The three fillies brought their hooves together. "CUTE MARK CRUSADERS DECEPTICON FIGHTERS! YAY!" And with that, they started making their way to the main atrium.

_APPLEBLOOM, SWEETIE BELLE, AND SCOOTALOO: We're the toughest little ponies in town_

_Got the moves, got the mojo, no harder working ponies around _

_We are a trio, work as a team _

_We'll be the first ponies out on the battlefield _

_We get going when the going gets tough _

_We know our very best is just never enough _

_We're kinda short, but so what? We don't get defeated _

_We could take a little break, but we don't need it _

_We've got hearts as strong as horses _

_We've got hearts as strong as horses _

_We've got hearts as strong as horses _

_We've got hearts, hearts strong as horses _

_When we put our minds together, we can achieve _

_We're the Cutie Mark Crusaders, and you should believe _

_We've got determination to represent the nation _

_For the win _

_We've got hearts as strong as horses _

_We've got hearts as strong as horses _

_We've got hearts as strong as horses _

_And we're fighting to win as we gallop to glory _

_We can conquer any challenge we're in _

_We've got hearts, hearts strong as horses _

_Hearts strong as horses _

The Ground Bridge controls stood high above their heads. Apple Bloom studied the control panel, trying to think of a way to reach the controls.

_Problem is, though, how are we going to even activate the Ground Bridge? I can't read Cybertronian._

Scootaloo climbed up a stack of boxes to reach the control panel. "Hey, I made it!" She studied the controls. "Wow. This looks tricky." She turned to Sweetie Belle. "Hey, Sweetie Belle, think you can work this with your magic?"

"I don't think so," Sweetie Belle replied. "I can only move small objects. Anything larger than a broom is hard. Twilight's still teaching me, but right now, I can't. Sorry, Scootaloo."

Scootaloo banged a hoof against the control console. "Shoot."

Something beeped, startling Scootaloo. She turned to the computer screen as what looked like a list appeared. A list she could read.

"What's it say?" Apple Bloom asked.

Scootaloo studied the list. "It looks like different places the Ground Bridge can go. There's a white house, Hong Kong – whatever that is – a valley of death, and something called a Nemesis."

"Wait a second," Apple Bloom said. "Applejack said that Nemesis was the name of the Decepticon warship."

"Well then, Crusaders, that's where we're going," Scootaloo said. She pressed a button on the control console, highlighting the word "Nemesis". Turning, she leaped off the control console, grabbing the lever with her front hooves and pulling it down. She let go of the lever, dropping to the floor as the green vortex appeared in the tunnel behind them. "You two ready for this?"

"I'm starting to have second thoughts about this," Apple Bloom said.

"Same here," Sweetie Belle added. "Sweetie Belle, I'm really nervous. You've heard the stories the older ponies have told us. Aren't you worried?"

"Worried about what?" Scootaloo asked. She started trotting towards the vortex. "Come on, Crusaders. Let's go fight some Decepticons."

The Ground Bridge let them out in a long, dark hallway. Scootaloo looked around, making sure there was nothing around – no Decepticons as far as she could tell. She motioned for Apple Bloom and Sweetie Belle to follow her.

"So, where do we go from here?" Apple Bloom asked.

"I'll let you know, if we can ever find a map," Scootaloo said. She stopped walking and held up a hoof, signaling the other two to stop. Her ears swiveled around as she listened.

"What's the matter, Scootaloo?" Sweetie Belle asked.

"I thought I heard something, that's all," Scootaloo replied. "Come on, let's keep going." They continued walking forward.

Sweetie Belle felt her trepidation growing by the second. She couldn't help but look around at the wall and the roof, expecting to see guns come out and start shooting at them; she listened, waiting to hear a Decepticon approaching – Megatron, Knock Out, Starscream, Airachnid, she was expecting any one of them to appear and shoot them.

None of them noticed the cameras in the walls, observing their every move.

######################################################################

Megatron stood in front of the cluster of Dark Energon, the purple crystals casting an eerie glow on the store room. Dark Energon, the blood of Unicron the destroyer, the very core of a nightmare – as Megatron had found out from personal experience. He had no intention of ever allowing himself to be possessed like that again, not while his Spark still pulsated.

He heard the door slide closed as Starscream entered the room. "Lord Megatron," he said in his raspy voice. "It appears that some intruders have infiltrated the ship."

"Autobots?" Megatron asked. He wouldn't have been surprised if Optimus was leading the charge. But why hadn't an alarm been sounded.

"No, not the Autobots, My Liege."

"Then their human allies."

"No, not the case, Lord Megatron. These intruders are much smaller – and furrier."

"The Autobots' pet rats! They would even dare come aboard this ship, knowing full well what happened last time, how close they all came to losing their pathetic lives? They're braver than I give them credit for. That would account for an alarm not being sounded, given their small stature." He scratched his chin in thought.

"Give the order, My Lord, and I will execute it."

"I would rather deal with this myself, when I find them," Megatron said. "You could say that I have unfinished business with at least one of them." He reached towards the cluster of crystals, pulling one off. "And this time, I will see our business to the end." He turned and started walking towards the door.

"And how shall I aid you, Master?" Starscream asked.

Megatron pushed past his smaller servant. "Take Knock Out and Soundwave and search the ship. And quit groveling!"

He stormed past Starscream, and out the door.

###########################################################

Apple Bloom looked around the corner, checking to see if the Vehicon had left. She watched as it went through a door and into another room.

"He's gone," she whispered to the other two Cutie Mark Crusaders. "Let's go." They slipped out from around the corner and started walking down the hall. "This is Megatron's ship. You'd think we'd have seen him by now, right?"

"Well, it's a pretty big place," Sweetie Belle said. "Are you surprised?"

"Not really, no."

Another door opened; the three of them stood in place – there was no place for them to run and hide. They could only watch as a large Decepticon they didn't know came out of the room.

Fortunately, it didn't seem to see them. It turned and walked down the hall.

A smile crossed Scootaloo's face; this Decepticon may know where Megatron was! She galloped towards the Decepticon, stopping when she was close to its foot. She turned around and bucked its foot with her back hooves.

The Decepticon stopped walking as Apple Bloom and Sweetie Belle joined her. "I don't think that was a good idea," Apple Bloom said.

"Why not?" Scootaloo asked.

The Decepticon turned around and looked down to face them. This one was massive, about as tall as Megatron – maybe an inch or two shorter. Its shoulders were broad, spanning half the hallway. Its dark purple coloring seemed to blend in with the dim light in the hallway. One arm was normal, the other one looked like a massive gun attached to the Decepticon's back thanks to a long tube. But perhaps the most disconcerting – and frightening – feature of this Decepticon was its head; there was no face, just a single red eye that seemed to glow with a demonic light none of the Cutie Mark Crusaders had seen outside of their dreams.

Scootaloo couldn't help but laugh nervously. "Hehe – hi there, big guy." Apple Bloom just planted a hoof against her face.

The Decepticon spoke, its deep voice echoing off the hallway walls. Its eye blinked on and off as it spoke.

"I assume that you are the equine creatures that the other Decepticons spoke of before," it said. "Though your arrival in this world without the assistance of a Ground Bridge is highly illogical. Tell me, why are you here?"

"We're looking for Megatron," Scootaloo said, trying to hide her fear – and surprisingly succeeding. "You know where he is?"

"Small beings such as yourselves would not last a moment against Megatron," the Decepticon said. It raised its gun, aiming at them. "Perhaps I should save him the trouble."

"Oh pony feathers," Apple Bloom cursed. "Scootaloo, look what you got us into now!"

"Whoops," was all Scootaloo could say. "RUN!" She turned and galloped away, Sweetie Belle and Apple Bloom following after, just as the large Decepticon fired. They heard and felt the blast hit the floor behind them.

##############################################################

Shockwave watched the three tiny figures run down the hallway, galloping as fast as their tiny legs could carry them. He could chase after them, but he had other matters to attend to, and chasing three little ponies was not among his priorities.

_I will let the Vehicon drones deal with them_, he thought. _Unless they run into Predaking first._

_#####################################################################_

They kept running, not stopping, not slowing down, despite their burning lungs. They rounded a corner, slipping into another room as the door opened. The door closed behind them. The three of them took a moment to calm down, taking deep breaths, trying to regain their breath and slow their heart rates.

Apple Bloom slapped Scootaloo on the head. "Nice, Scootaloo. That big Decepticon almost blasted us."

"Look, I'm sorry," Scootaloo said. "I just thought he could tell us where Megatron was."

"I doubt he would have helped us even IF he didn't shoot at us," Sweetie Belle said.

The room began to shake as thundering footsteps echoed off the walls. They looked around, looking past the large boxes, squinting their eyes to see in the dim light –

And spotted Megatron standing not fifty feet away, a purple crystal held in his massive hand.

################################################################

Applejack was feeling anxious. She had been looking for Apple Bloom for almost an hour, and she couldn't find her little sister anywhere in the base. And not only had Apple Bloom gone missing, but so had Sweetie Belle and Scootaloo.

Smokescreen had figured that maybe the fillies had gone for a walk around the nearby city, despite how unlikely that seemed. They didn't know anything about that town, and for all they know it was crawling with Decepticons hunting the Autobots.

She paced around the central atrium, a feeling of dread filling her chest. What if the fillies _had_ gone out? What if they had encountered a Decepticon, or a human who didn't know what they were or where they had come from? They had seen firsthand just how dangerous humans could be – sometimes, even more so than any Decepticon. Fluttershy herself had almost been cut open by a group of humans, and she would have been had another human not interfered – he paid for the deed with his life.

The Autobots came back from searching the city. They rolled into the room and transformed into their Robot Forms.

"Did ya find them?" Applejack asked as the humans and the other ponies joined her.

"You'd think it wouldn't be so hard to find some little hairballs," Wheeljack said. "You'd at least think they'd stick out a little bit."

"You're really surprised?" Smokescreen asked. "They're tiny. Kind of hard to spot."

Applejack's ears drooped. "You didn't find them?"

Optimus just shook his head. "I'm sorry, Applejack. But perhaps we may be able to find the children if you can remember when you last saw them."

Applejack tapped a hoof to her chin in thought. "Not since early this morning." She turned to the others. "Y'all seen the fillies since then?"

Rainbow Dash shook her head. "Sorry, AJ."

"I haven't seen them either," Raf added.

"Same here," Agent Fowler said. "Not since they hit the sack."

"Nope," Jack and June said at the same time.

"I really wish I could answer you, Applejack," Fluttershy said.

Rarity's ears drooped. "I'm just as worried as you are, Applejack. After all, Sweetie Belle is missing as well."

All eyes turned to Miko; she was the only one keeping quiet. "What?"

"Miko, if you know something about where the fillies are, please, tell us," Optimus said.

"Well, I – that is, you see – I haven't seen them, not since they came to me earlier asking if I could help them figure out some way to help Rarity," Miko said.

"And what did you say?" Arcee asked.

"I…sort of mentioned that they could go fight Megatron," Miko said.

Rainbow Dash's eyes went wide and her wings flared in shock. "You…did…WHAT?!"

"I only meant it as a joke! Besides, what makes you think they took me seriously?"

Optimus turned to Ratchet. "Ratchet, check the Ground Bridge logs."

"You seriously think that they figured out how to work the Ground Bridge?" Ratchet asked. "I find that highly unlikely, Optimus."

"Unlikely as it may be, Ratchet, the possibility remains."

Ratchet sighed. "Fine." He walked over to the computer and pressed some buttons, bringing up the Ground Bridge log. "The last time the Ground Bridge was used was an hour and a half ago. And it went to the _Nemesis_."

Twilight slapped a hoof against her face. "Those little fillies – don't they know – " She turned to Miko. "You have no idea what you've just done."

"I didn't think they would take me seriously!" Miko cried.

"One thing you should know about the Cutie Mark Crusaders," Rainbow Dash said. "You never, never, ever ever ever EVER give those three an idea, because they _will_ follow through with it!"

"And telling them to go fight Megatron?" Twilight growled. "You've sent them to their deaths!"

Rainbow Dash turned to Ratchet. "Ratchet, open up that Bridge thingy! We're gonna go rescue our sisters!"

"Forget it, too dangerous," Ratchet said.

Rainbow Dash flew up to Ratchet, pressing her face against his. "Open. That bridge. Right now!"

"Ratchet, do it," Optimus said. "We're going to rescue the Cutie Mark Crusaders."

"We're coming with you!" Applejack yelled. "I, for one, am not leaving my sister on that deathtrap!"

"Nor am I," Rarity added. "I won't let them hurt Sweetie Belle."

Optimus turned to Ratchet again and nodded. "Do it."

Ratchet sighed, but complied, pulling the lever and activating the green vortex.

"Let me come with you!" Miko cried as they walked towards the Ground Bridge. Optimus just turned to look at her. She knew the look on his face – it may have appeared calm, but she knew that he was angry with her. No, not just angry, but furious, even though he wasn't showing it. "Look, Optimus, I know that I put them in danger, so please, let me help rescue them."

Optimus didn't reply; he just kept staring at her. Miko shrunk back. It was obvious by now that the answer was no.

Optimus, the Autobots, and the ponies all turned to the Ground Bridge. "Let's rescue the Crusaders."

#############################################################

They could only stare in horror at Megatron, the massive Decepticon who was responsible for nearly destroying their home and scarring Rarity, probably for life. The purple crystal in his hand resembled what the older ponies had told them was Energon, but how could that be? Energon was supposed to be blue, not purple.

"Oh, um….Hi," Apple Bloom said.

Scootaloo slapped her on the back of her head. "'Hi'? Is that all you can say?"

"The three of you must be extremely brave to board my warship by yourselves," Megatron said, his voice resonating off of the walls and boxes in the room. "Either that, or very foolish. Didn't the older equines tell you about how dangerous this ship is? And yet, you willingly came aboard knowing full well that you could possibly perish in the attempt."

Scootaloo scraped at the floor with her hoof, doing her best to hide her fear. "We're only here because of what you did to Rarity last year!" She reared up on her hind legs and held her front hooves up in a fight pose. "So put up them dukes, pal!"

Megatron couldn't help but chuckle. "You're joking. You must be." He held the purple crystal up to them. "Look at this. Do you know what this is?"

"It's a purple crystal," Sweetie Belle said.

"True, but what you are looking at, my little ones, is the crystalized essence of the substance known as the Blood of Unicron."

"That thing's made out of unicorn's blood?" Sweetie Belle asked.

Megatron kept speaking, ignoring the young unicorn. "Plucked from cosmic shores, gaze upon Dark Energon." He tightened his grip on the crystal. "A much more dangerous form of Energon, the only form of Energon that can raise the dead." He gestured with his hand in a wide sweeping motion. "Look around you. These boxes are not cargo boxes, but rather, caskets holding the bodies of my dead soldiers. But they will not be dead for long, noo." He tossed the crystal at some boxes near the Cutie Mark Crusaders.

A dark light was emitted from the crystal as it melted into the boxes. The boxes began to vibrate, shaking as though something inside was trying to get out.

A metallic hand burst from one of the boxes, followed by an arm, and then, the broken body of a large Decepticon. More dead Decepticons burst from the boxes in the room, until the room was full of these hulking, shuffling monsters. The monsters growled and hissed like zombies. One of them lunged for the Crusaders.

The three fillies moved out of the way. The zombie 'Con slammed into the door, knocking it down.

"Come on!" Scootaloo yelled.

The three fillies ran past the zombie, out into the hallway. They ran, ran as fast as their small legs could carry them.

"BEHOLD!" Megatron cried from behind them. "THE POWER OF DARK ENERGON!"

#########################################################

Their lungs were burning, their legs were hurting, but they couldn't stop, not with those…monsters right behind them. Those creatures, they must have been the zombie robots that the Autobots told them about – the Terrorcons. They knew that if they stopped, the Terrorcons would get them, would probably eat them, or something worse.

Sweetie Belle's hooves slipped on the floor as she rounded a corner, Apple Bloom and Scootaloo following a second later. They kept running, coming to a room at the end of the hallway. The door opened, and they galloped into the room, stopping only when they heard the door slide close.

For a moment, the only sound in the room was their heavy breathing.

Until something banged against the door, startling them so much that they actually screamed.

The door began to buckle. They could hear the growls and roars of the Terrorcons on the other side, trying to break through the door to get to them.

The room was a dead end. Everywhere they looked, there were only walls; the only door in the room was the one they had just come through, the same door with the Terrorcons on the other side.

A hole appeared in the door as a Terrorcon thrust its claws through the steel. It stared at them with its lifeless red eyes. The banging continued against the door, buckling it even more.

The three fillies huddled together, closing their eyes and waiting for the Terrorcons to break through the door.

"Well, girls, it was nice knowing you," Sweetie Belle said. "We had a good run as the Cutie Mark Crusaders." She could feel tears stinging her eyes. _Rarity, I'm sorry. We wanted to help you, we really did._

_ There was still so much I wanted to learn from you, Rainbow Dash_, Scootaloo thought.

Apple Bloom silently cried. _Applejack, Big Macintosh, Granny Smith, don't be mad at me, please?_

The room was illuminated with a green glow as the Ground Bridge opened up behind them. They turned and looked, just as one of the older ponies came galloping through the vortex.

"Is that Twilight?" Apple Bloom asked.

Twilight's horn began to glow as she readied her magic, and she fired a blast of magic through the hole, the beam tearing through two Terrorcons and ripping the door off of its track, crushing three more Terrorcons.

The other ponies came galloping through the vortex. Applejack, Rainbow Dash, and Rarity rushed over to their sisters, pulling them in for a tight hug.

Optimus and the Autobots came through the Ground Bridge next, their weapons flipping out. Optimus took aim at the nearest Terrorcon and fired a shot through its head. Arcee took aim and fired, shooting another Terrorcon, before turning to the fillies.

"You three are totally fragging nuts, you know that?" she hissed. "You should never have come here."

"We know!" the fillies cried. "We're sorry!"

"You can apologize later, furballs," Wheeljack said. He took out his swords and rushed at the Terrorcons.

"Stay behind us," Optimus said. "We will kill them all."

"But they're already dead," Apple Bloom said. "Megatron said so!"

"M – Megatron?" Rarity asked. She glared at Sweetie Belle. "What were you thinking?!"

"Scream at them later!" Smokescreen cried. "Just stay back and out of the way!"

Optimus opened fire, the bullets from his multi-barreled machine gun tearing through the Terrorcons. Wheeljack's swords moved like extensions of his own body, slicing cleanly through the Terrorcons' bodies, cutting off heads and limbs.

The ponies hung back. To the older ponies, this may as well have been a repeat of when they stormed the warship to rescue Rarity last year. They huddled around the fillies, Twilight putting up a protective barrier for safe measure, and listened to the chaotic sounds outside. The sounds of metal hitting metal, the gunshots, the bodies hitting the floor….

"Oh, the hay with this!" Rainbow Dash cried. "I'm going in there!" She flew out of the barrier, streaking into the hallway.

"Rainbow! Don't!" Twilight cried.

Too late; Rainbow Dash was already in the hallway, weaving between the Autobots and slamming into the first Terrorcon she could, her front hooves smashing through its rusted faceplate. She banked, slamming into the next Terrorcon she saw, hitting it so hard she tore off its head.

Arcee replaced her blasters with her arm blades and sliced a Terrorcon's throat. She leaped at the next one, putting her feet on either side of its neck, and twisted, separating its head from its shoulders. She kicked another one back, then – grabbing the severed blade arm of a dead Terrorcon – bludgeoned it, tearing off parts of its armor before impaling it.

"Optimus, there are too many of them," she said as she dodged an attack from a Terrorcon. Rainbow Dash slammed into the Terrorcon from the side, slamming it against the wall. "We have to get out of here!"

"We can take these things," Wheeljack said as he sliced a Terrorcon in half. "What do you say, Big Red?"

"I say we take the little ones and retreat," Optimus said. He looked into the room, keeping his finger on the trigger of his machine gun. "Princess! We're getting out of here!"

"You heard him," Twilight said as she lowered her magic barrier. "Go! Out! Run!"

"Let's get to it, y'all!" Applejack cried.

"Hooves, don't fail me now," Apple Bloom said as they started galloping.

They ran through the throng of robots, dodging the massive legs and the corpses that continued to fall to the floor. Parts of Terrorcons' bodies hit the floor around them, some coming within mere feet of crushing them. Dark purple liquid oozed out of the dismembered limbs, leaking onto the floor, causing them to slip.

The liquid covered the bottom of Apple Bloom's hooves, causing her to lose traction. She slipped and fell onto the floor. She tried to get up, only to slip and fall again.

She felt something wrap around her and lift her off the ground. She looked, saw that she was in the metallic, decomposing hand of a Terrorcon, which was now holding her above its head, ready to drop her into its open mouth.

Apple Bloom thrashed around, trying to get out of the Terrorcon's grasp. "Applejack! Applejack, help!"

Applejack galloped as fast as her four legs could carry her, hurrying to get to the Terrorcon before it could swallow her little sister.

"I'm-a coming, Apple Bloom!" She skidded to a stop, turning around and digging her front hooves into the metal floor as much as she could, before slamming her back hooves into the Terrorcon's leg.

The Terrorcon lost balance, dropping to one knee and losing its grip on Apple Bloom.

"Somepony catch her!" Applejack yelled.

Smokescreen lunged, snatching Apple Bloom out of the air. He held her close to his chest as he ran, firing at the Terrorcons.

"Don't worry, half pint, I've got you." He fired another shot, hitting a Terrorcon in the face. The undead 'Con fell to the floor, parts of metal flying everywhere.

Arcee slashed a Terrorcon's head in half with her arm blades. She turned to Optimus. "Optimus, we're getting covered in too much Dark Energon. It's sapping our strength."

"I have noticed, Arcee," Optimus said. He slammed his machine gun into a Terrorcon, smashing its head.

Two Terrorcons fell to the floor, cut in half from behind as Megatron stormed down the hall, the blade protruding from under his arm cannon dripping with Dark Energon.

"Sending equine children to attempt to exterminate me, Prime? This is low even for you."

"Know this, Megatron. I did not order the Cutie Mark Crusaders to storm your warship," Optimus said. "Call off your Terrorcons, and we will leave."

"You know the Terrorcons, Optimus. Once they have set their optics upon their prey, they do not stop. Not even when someone with a symbiotic relationship with them such as myself is controlling them."

"Wait, he's controlling the zombie 'bots?" Pinkie Pie asked. "How's he doing that?"

"I think we have more important things to worry about," Wheeljack said. He turned, slicing two Terrorcons in half. "Optimus, forget him, we have to get the scrap out of here!" He took a grenade off of his waist. "Give me the word and I'll toss the bomb!"

Optimus raised his machine gun and opened fire. The bullets tore into some nearby Terrorcons; parts of the undead robots bounced off of Megatron and the nearby walls. "Autobots, fall back! Wheeljack, throw the bomb!"

Wheeljack pushed the button on the grenade. Rainbow Dash's eyes went wide.

"Okay, not going through this again."

Wheeljack threw the grenade and transformed into his Vehicle Form. He opened his doors, allowing Rainbow Dash, Scootaloo, and Fluttershy to climb inside.

The other Autobots transformed, all but Arcee gathering up the ponies. Their tires squealed, leaving black marks on the metal floor as they sped down the hall.

The ship rocked as the grenade went off. The fireball spread through the hall, the heat of the explosion quickly catching up to the Autobots.

"Optimus, we're gonna be flash fried if we don't get off this ship!" Twilight cried.

Optimus activated his radio. "Optimus to base! We need an emergency Ground Bridge – NOW!"

The air split as the green vortex opened up. The Autobots sped through, coming out in the central atrium of their base, the last bits of the explosion residue following. The blast was cut off as the Ground Bridge closed.

The Autobots opened their doors, allowing the ponies to climb out before they transformed.

"What was that explosion?" Raf asked.

"There were…zombies," Sweetie Belle said, her voice cracking with fear. "And Megatron….And this other Decepticon….And shooting, and Dark Energon, and we….We…." She ran over to Rarity, throwing herself against her older sister. She started sobbing, unable to hold it in any longer.

Apple Bloom nuzzled against Applejack. "I'm sorry, sis. Me and the other Cutie Mark Crusaders should never've done something that stupid."

"Y'all are right about that one," Applejack said. She was relieved that her sister and her friends were safe, but she was also angry. Angry at Apple Bloom, angry at Miko. "When we get back to Equestria, you are grounded."

"As are you, Sweetie Belle," Rarity said.

Rainbow Dash put a hoof around Scootaloo. "Yeah, I'm a little peeved myself, but gotta admit, that took some serious guts." She turned to glare at Miko. "But if you ever plant another idea like this into their heads again, I will not hesitate to buck you in their face so hard that you will be an unrecognizable mess. You got that, Miko?"

Miko opened her mouth to say something, but quickly shut it. She had nothing to say; nothing she could say would ever mitigate what she had done. For the first time since Bulkhead was almost killed by Hardshell, she felt tears stinging her eyes, felt one run down her face. She was the one who had almost gotten the Cutie Mark Crusaders killed.

She would make sure to never let it happen again.


	8. A King's Pride

A KING'S PRIDE

PREDAKING SAT ATOP THE WARSHIP IN HIS BEAST FORM, RESTING, REGAINING HIS energy after the previous night's events. Attacking the Autobots and then being trapped in that cave had depleted a lot of his energy, and he needed to recover. He would have helped search the warship for those little rodents, those equine children, if he were able to.

His thoughts went back to that little pony who had been trapped in the cave with him. What was its name again? Fracturesky?

_No. It had said that its name was Fluttershy._

Wheeljack and another equine, a flying blue one, had come to Fluttershy's rescue, but Predaking had to return to the _Nemesis_ with no aid from any Decepticon. It didn't matter to him, he had spent all these years being alone. It was odd, though, that while Fluttershy was afraid of him, she also took pity for him.

Pity. The one thing Predaking did not need. Not from Fluttershy, not from the Autobots, not from anyone.

He lay down, crossing his front paws under his chin, and thought about his long-lost brethren. It felt like an eternity had passed since the Predacons passed into extinction. Indeed, it had been, as the Predacons disappeared from the surface of Cybertron several millennia before the Autobots and Predacons came into existence. Between the extinction of the Predacons and his revival – courtesy of Shockwave – all he had known was darkness. When he opened his eyes, when he was able to produce cognitive thought and speech, Shockwave informed him that Predaking was the only Predacon whom he could bring back from extinction. The Decepticons and the Predacons seemed to be very identical in terms of their CNA – Cyber Nucleic Acid – codes, and the same could be said of the Autobots as well, though Predaking only felt a certain kinship to the Decepticons, and even then, that wasn't saying much. Shockwave and Megatron were the only Decepticons he respected – maybe Soundwave, just a little bit – and he could care less about Knock Out and his constant ramblings about his finish, and he hated Starscream, who wouldn't stop poking him with that prod.

Even from out here, he could hear the carnage going on inside. From what he could gather, three equine children had infiltrated the warship, and Megatron – using his symbiotic bond with Dark Energon, the fabled "Blood of Unicron" – unleashed a horde of Terrorcons at the children. The Autobots and the older equines had rescued them, and now the Decepticons were simply putting the Terrorcons down before they could completely overrun the ship. The sounds of the carnage were dying down, meaning that the Terrorcons had been almost completely destroyed. They would just have to be careful in the disposal of the bodies and cleaning up the Dark Energon; even a small drop of Dark Energon on a living Cybertronian could rob them of their strength.

That is, of course, assuming that it didn't rob the Cybertronian of his very life.

Predaking stood up and walked over to the edge of the ship. Night had fallen a short while ago, and from up here, he could see the lights of a large city shimmering down below. It made him think of what Cybertron may have looked like during its golden age, between the extinction of the Predacons and the War For Cybertron. He thought of cities that Shockwave had mentioned, such as Iacon and Kaon.

He stretched his wings. With an overall wingspan of over two hundred yards, he easily dwarfed the largest aircraft on this planet. The largest aircraft he had seen had a wingspan of two hundred feet, less than one third of his own wingspan.

With a deep breath, Predaking took to the air.

Soaring several miles above the surface of the planet, he felt free. Free from the constraints of gravity that held down any ground-based Cybertronian, Autobot and Decepticon alike. The cool air filled his nostrils, the wind whipped past him, howling in his ears. While flying, he felt at peace. It was true that the Decepticons didn't want peace with the Autobots for whatever reason – Predaking was still unsure about that, having heard multiple versions of the same story – but Predaking was different. He only fought against the Autobots because the Decepticons were the closest things he had to family.

He began to descend, diving below the clouds. He passed through one cloud, feeling the cold water vapor against his metallic flesh, dragging puffs of the cloud behind him as he exited the vaporous substance. The ground rushed up at him, and when he was less than a thousand feet from the ground, he leveled out and continued to soar. He could now make out a city, the same city he had encountered the Autobots and their little pets earlier.

He landed in the forested section of the city, hidden among the trees. Laying down on his stomach, crossing his legs under his chin, he listened to the humans as they mingled amongst themselves.

There was one conversation in particular that caught his attention.

"I'm telling you, man, that pink horse was talking to me!"

"You're delusional."

"It's true, man! Thing wouldn't shut up! Kept asking me if I liked cupcakes. I still don't know if I should find that disturbing or cute."

"The hell you been drinking?"

Predaking shook his head. Humans, always bickering, always fighting over something, whether it be an argument or a full-blown war. But then again, wasn't that what the Autobots and Decepticons were doing? Unlike the War For Cybertron, human wars lasted for only a short amount of time, the longest he knew of lasting one hundred years – the blink of an eye in terms of a Cybertronian's lifespan. Yet from what he could tell, human wars were just as devastating as Cybertronian wars, and oddly enough – through his research – he had learned that more humans had died in a massive epidemic after a war that involved the entire world nearly one hundred years ago than in the actual war itself.

He pushed himself off the ground and walked through the trees, folding his wings against his body as he maneuvered through the trees. His thoughts once again returned to Cybertron. When the Predacons roamed the planet, Cybertron was full of life – Predacons, Dinobots, they were everywhere. Now that he thought about it, had Shockwave tried to revive the Dinobots? Predaking remembered getting into fights with the saurian robots, remembered how powerful they were. Shockwave could have easily programmed the Dinobots to fight on the side of the Decepticons. Even Optimus Prime would have difficulty with them.

Of course, assuming that the Predacons and the Dinobots had both been revived, the Autobots and Decepticons would also have to contend with a series of beast wars, Predacons and Dinobots fighting each other. Planet Earth would be even more devastated than it already was.

The forest was getting too dense for his size. He spread his wings, knocking down several trees, and with a few good flaps, was airborne. One flap propelled him one hundred feet in the air, then two, then three, until he was five hundred feet above the ground and soaring to the east.

After a few minutes of flying, the sparkling blue Atlantic Ocean appeared beneath him. Even from up here, he could point out the boats and ships in the water, could see the dolphins breaching the surface. The marine mammals frolicked and played amongst themselves, ignoring the boats and ships and occasional predatory fish.

The ocean stretched for nearly four thousand miles, curving over the horizon as far as Predaking could see. The sun sparkled off of the surface, the glare hitting his optics, nearly blinding him a couple of times. He shook his head and kept flying, allowing the thermals and updrafts to keep him aloft. After a while, he had been joined by a flock of seagulls. The waterfowl seemed to have become accustomed to his presence. One seagull looked at him, only to continue flying.

It would have taken just a fraction of his strength to kill these birds, but would it really be worth it?

_No_, he figured. _It would not be worth it. Just leave them go. They're not bothering me, and I'm not bothering them._

The afternoon sun was starting to dip down below the horizon behind him. He couldn't afford to be out so late – even though he had regained much of his strength, he didn't want to use it all up just flying. Banking to turn to the west, he began to make his way back to the ship.

########################################################

Megatron was standing on the outer roof of the warship, watching Predaking return. He had figured that Predaking would have gone off on his own, and while he couldn't blame him, he still wanted to keep an eye on the Predacon. Predaking was powerful, even more powerful than Megatron himself, and Megatron wanted to make sure that Predaking wasn't planning on usurping his position as Decepticon leader.

Predaking transformed into his Robot Form as he landed.

"How was your flight?" Megatron asked in an almost interrogating tone.

"Reflective," Predaking replied as he pushed his way past Megatron. "Are you upset that I did not help you put down your Terrorcons?"

"I couldn't risk you being infected with Dark Energon," Megatron said. "If you were to become one of the living dead, then we would have a real problem on our hands."

"I'm sure."

He headed inside, observing the surviving Vehicon drones cleaning up what was left of the carnage. The drones never even acknowledged his presence as he walked down the hall, his thoughts once again returning to the little yellow pony he had shared the cave with.


	9. Emergency Procedure

EMERGENCY PROCEDURE

SPIKE OPENED THE REFRIGERATOR, PULLING A BOTTLE OF WATER OFF THE SHELF. AS far as he could tell, he was the only one awake – the only organic, anyway. It looked like most of the Autobots were out, either on patrol or just driving around. The humans and the ponies were still asleep, though he could hear the fillies tossing and turning, no doubt the memories of their experience on the Decepticon warship still fresh in their minds. At one point during the night he had gone in to check on them, and he could tell from the look on their faces and the tears coming from their eyes that it had been a terrifying and traumatic experience. He could only begin to imagine, and yet at the same time he didn't want to know.

_Poor kids_.

He opened the bottle and took a drink of water. It was refreshing, though he did find himself wishing that the humans had stocked up on juice.

A loud noise filled his ears, the sound of an electric guitar being strummed. He pressed his hands against his ears, trying to block out the noise. Nothing he did could stop him from hearing the loud, obnoxious sound.

He followed the sound back out into the main atrium. Miko had her guitar slung over her shoulder, plugged into a massive speaker. Rainbow Dash was hovering nearby, listening to Miko play her loud tune.

"Miko!" Spike called, but Miko couldn't hear him. "Miko!" She continued to ignore him, the loud music from her guitar drowning out any other noise.

Spike walked over to the speaker and reached out to the cord, ready to disconnect the guitar, but Rainbow Dash slapped his arm with a hoof, stopping him.

"Don't even think about it, Spike," she said.

Spike ignored his Pegasus friend, and disconnected the guitar. Miko continued to strum the guitar, realizing that she was disconnected only a second later.

"Aww, Spike," she moaned. "That was my rendition of Slash Monkey's new single, 'Wake Up Call'."

"I'd be surprised if you didn't wake up everyone in Tartarus," Spike said in a deadpan tone.

"You're no fun in the mornings," Miko said. She gestured to Rainbow Dash. "Dashie wanted to hear some tunes, she understands raw attitude."

"And you just had to ruin it, didn't you, Spike?" Rainbow Dash asked, crossing her front hooves as she hovered in front of the young dragon.

Spike just slapped his palm against his face.

################################################

Scootaloo was the first of the Cutie Mark Crusaders to wake up. She didn't know what time it was, and she didn't care. What mattered was that last night was one of the worst she had ever had. The image of the Terrorcons wouldn't leave her mind, nor would Megatron's demonic face. Now she knew how Rarity felt, though she wondered if those images would stay with her for the rest of her life.

_Gee, I certainly hope not._

She looked over to Sweetie Belle, who was just waking up and rubbing her eyes. "What time is it?" the unicorn filly asked with a big yawn.

"No clue," Scootaloo replied. "Just glad we're here and not back on the _Nemesis_." She turned to look at Apple Bloom, who was still lying down. She walked over to Apple Bloom and put a hoof on her shoulder. "Hey Apple Bloom, time to wake up." She noticed that Apple Bloom's body was shaking, her fur felt drenched in sweat, and she felt cold. "Apple Bloom?"

The young Earth Pony turned to face Scootaloo. Scootaloo jumped back in shock. Apple Bloom's eyes were bloodshot; there was foam around her mouth, like a rabid dog; the bangs of her mane were matted to her forehead thanks to the sweat coursing down her body; her nose was running and dripping with red blood; and on the floor was a puddle of vomit, colored a sick combination of green and yellow and red.

"A – Apple Bloom?" Sweetie Belle squeaked. "Are you…okay?"

"I don't feel good," Apple Bloom said weakly. "I think I'm getting sick." She turned her head away from her friends and coughed, spitting up a glob of blood. But there was something odd about this glob of blood – it was thick and chunky, not thin and runny.

Scootaloo and Sweetie Belle backed up in shock. They'd never seen their friend and fellow Crusader so sick before, not to this extent.

"What should we do?" Scootaloo asked.

"We, uh, we should go get Applejack," Sweetie Belle said. "She'll know what to do."

"Okay, I'll go get her, you stay here and keep an eye on Apple Bloom," Scootaloo said as she turned and galloped out of the room.

"What should I do if she gets worse?" Sweetie Belle called after her, but Scootaloo was already gone. She could hear the pegasus filly galloping down the hall.

She turned her attention back to Apple Bloom, who had gone into a bad coughing fit.

Scootaloo galloped as fast as her short legs could carry her. As she ran, her mind began to race – how had Apple Bloom gotten sick? What kind of disease was this? Was it contagious? Did it just affect ponies, or were humans affected too? Would Apple Bloom live?

_Of course she will, you dolt_, Scootaloo mentally scolded herself as she galloped down the stairs into the main atrium. She saw Optimus Prime and Ultra Magnus roll through the large open door and transform. _Good, someone who can help._

She skidded to a stop in front of the massive robots' feet and took a moment to catch her breath. Optimus kneeled down to speak to her.

"Scootaloo, is something wrong?"

Scootaloo took several deep breaths. By now, the older ponies and the humans had come into the room.

"It's Apple Bloom," she said between breaths. "She's sick. We don't know what's wrong."

"It's probably just a cold," Rainbow Dash guessed. "She'll get over it in a little bit."

"It's not a cold, Rainbow Dash," Scootaloo said. "I know what a cold looks like; I had one just last week. But this – this – "

Applejack walked over to Scootaloo and put a hoof on her shoulder. "It's all right, sugar cube. I'll go up and take a look at her. 'Kay?" Scootaloo just nodded.

Scootaloo led the older Earth Pony back upstairs, to the room where the Crusaders were staying. She stopped and looked back at Applejack as they got to the door. "This is no cold, Applejack," she said. "I've never seen Apple Bloom so sick before."

She stopped talking as they heard Apple Bloom retch, followed by Sweetie Belle screaming "That better have been in your bucket!"

Applejack threw the door open and ran into the room. She stopped when she saw Apple Bloom on the little air mattress, sweat dripping off of her body. Her little sister was hunched over a metal bucket.

"Apple Bloom?" she said as she walked over to her sister. "Ya okay, sis?" Apple Bloom looked up at her with red, bloodshot eyes. Her mouth was covered in foam, with saliva dripping out of her mouth. Blood oozed from her nose; most of it had dried, but the blood continued to run. "What the buck? The hay is this?" Apple Bloom opened her mouth, but instead of answering her sister's question, she instead vomited, spewing thick liquid across the room, liquid colored a sick mixture of green, yellow, and red.

Applejack turned to Sweetie Belle and Scootaloo. "Get downstairs and bring up Nurse Darby. She's a nurse, she may know what to do." She turned her attention back to Apple Bloom, listening to the two other fillies gallop out the door. "You're gonna be A-OK, little sis," she said, putting a reassuring hoof on her sister's shoulder. "Trust me."

But deep down, Applejack wasn't so sure.

#######################################

"Nurse Darby!"

June was sitting in the small dining area, eating an egg and sausage sandwich, when Sweetie Belle and Scootaloo galloped into the room. They began speaking excitedly, talking so fast that June couldn't understand them.

"Whoa! Kids! Stop for a moment!" The two fillies stopped and panted, trying to catch their breath. "What's the matter? Is it Apple Bloom?"

Sweetie Belle nodded her head. "Applejack told us to get you. She said that you could help us, being a nurse and all."

"Okay," June said as she stood up. "Let me see her."

She followed the fillies upstairs to their room, just in time to see Apple Bloom vomit up a puddle of blood. Her eyes went wide; she recognized the symptoms that Apple Bloom was exhibiting, knew immediately what was wrong.

"What is it, Nurse Darby?" Applejack asked. June could hear the worry in the Earth Pony's voice; not that she blamed her, of course, since her little sister was sick with Dark Energon poisoning.

"We have to get her to Sick Bay, now!" June cried. She hurried into the room and picked up Apple Bloom, gently cradling the filly in her arms. "You three head downstairs and if Ratchet is back, tell him to meet me at Sick Bay."

"What's wrong with her?" Sweetie Belle asked.

"It's Dark Energon poisoning," June said as she carried Apple Bloom out of the room. "I've seen it before."

They hurried downstairs, June making sure that she didn't drop Apple Bloom on the way, even as Apple Bloom continued to purge her insides all over the front of June's shirt.

"Ratchet!"

Ratchet was now standing near the Ground Bridge controls – he must have just gotten back from his patrol. He turned to them as they reached the bottom of the stairs. His optics went wide when he saw Apple Bloom's condition.

"By the Allspark, not again."

"Ratchet, Sick Bay, now," June said. She rushed over to Sick Bay as fast as she could. "And bring some Energon!"

"I'll be there in a few cycles," Ratchet said. He started running down the nearby hallway. "Everyone out of the way!" He opened one of the large doors and took out two square containers, each one filled with a glowing blue liquid.

"Is that Energon?" Twilight asked. "They're going to use that to help Apple Bloom?"

"How?" Rarity put in. "Megatron told me that Energon is dangerous to organics."

"That may be true," Ultra Magnus said. "But it can also be helpful."

"How's that?" Spike asked.

This time, it was Bulkhead who spoke up. "It only happened once before, but if an organic is poisoned with Dark Energon, regular Energon can be used to counteract the effects."

"Oh, so like an anti-venom," Twilight said.

"I…guess that would be one way of putting it," Bulkhead replied.

Applejack wasn't listening to any of this, she just kept her eyes on the medical ward, praying that Apple Bloom would make it through this ordeal.

June set Apple Bloom on the table and quickly checked the filly's pulse. Her heart was racing, and her breathing had become more labored.

_Gotta act fast_, she thought. _She won't last the next few hours._ She looked up as Ratchet set the Energon cubes on the floor. "Ratchet, I'm going to need your help with this."

"Again?" Ratchet asked.

"Ratchet, I would not be asking for your help is this filly's life wasn't on the line," June growled. "You know what I need – cloth, water, syringes. Go get it. I can't leave Apple Bloom." She used the sleeve of her jacket to wipe some foam and blood from Apple Bloom's face, as Ratchet turned to fetch the supplies she had asked for. "Hang in there, Apple Bloom. You're going to be okay, honey."

But deep down, she wasn't so sure. She had done a similar procedure after Megatron shot Raf with Dark Energon, but she'd never done this procedure on an equine.

_I'm a nurse, not a vet. But I've got to do this. If I don't save Apple Bloom –_

She didn't want to think about what would happen if she failed. She was going to save Apple Bloom. No matter what.

###############################################

Applejack paced back and forth, watching as Ratchet and Nurse Darby worked on Apple Bloom. She watched Nurse Darby run a wet cloth over Apple Bloom's face, wiping off blood and foam; saw her put some of the blue liquid into a syringe before injecting the liquid into Apple Bloom's foreleg. Nurse Darby had hooked Apple Bloom up to a machine that beeped every few seconds – Jack had said that it was a "heart monitor". Another device, some sort of mask, had been fitted over Apple Bloom's face, a device that Jack said would help her breathe.

Raf put a hand on her back, stopping her. "She's going to be okay, Applejack," he said. "Trust me."

"How do you know that?" Applejack hissed. "How do you know that she's not dying in there, lying on that table, sick and scared…."

"I know," Raf said, "because something similar happened to me, after Megatron shot me. But Ratchet and Mrs. Darby, they saved me. They can save Apple Bloom too, I know they can."

"What I want to know is how she's even being affected by the Dark Energon in the first place," Wheeljack said. "I mean, we all got covered in the stuff, but we're not sick."

"She slipped in some, I know that," Scootaloo said. "But could that have made her sick?"

"No," Smokescreen said. "She would have been a little weak, but not sick. At least, not like this. Not unless she accidentally ingested some."

"But Raf's right," Arcee added. "Ratchet and June know what they're doing. Just be glad that the kid's sick with Dark Energon and not Tox-En."

"Tox-En?" Rainbow Dash asked. "The heck is that?"

"Trust me," Bulkhead said with a shudder. "You don't want to know."

"Tell me!" Rainbow Dash said, flying up and pressing her face against his.

"Don't say I didn't warn you," Bulkhead said. "Tox-En – Toxic Energon. Just a small touch is enough to corrode the body. The 'Cons used it during the War as a bio-terror weapon. A 'Bot my size would be corroded in about ten cycles – about ten Earth minutes. An organic like you, Dashie, would be dead almost instantly, and it would not be a pleasant experience."

Rainbow Dash landed on the floor, folding her wings against her body, and suddenly felt sick. She couldn't even begin to imagine being that sick, so sick that you would die a quick and painful death – it made her shudder.

She turned her eyes back to the medical ward, watched as June used another syringe to inject some more Energon into Apple Bloom's veins.

"She can't use too much Energon, though," Optimus said. "It could have the adverse effect of worsening her condition."

"Say what?" Applejack asked. "That can't happen. It won't happen!" She galloped up to the medical ward, rearing up and planting her front hooves on the window. "June, Ratchet, y'all had better make darn sure that my sister pulls through y'hear?" Ratchet waved a hand at her, as if trying to silence her. "Don't y'all tell me to shut up, this is my sister we're dealing with! If she don't pull through, Celestia help me – " She felt Twilight's magic pull her away from the window.

Twilight gently put Applejack down and deactivated her magic. "Applejack, I'm sorry, but you need to calm down," she said. "You're letting your emotions run a little too wild."

"Calm down?" Applejack repeated, her voice seething with anger. "Calm down?" She turned to Twilight, her eyes practically ablaze with anger. "CALM DOWN?! My sister is in there, dying! Do NOT tell me to calm down, Twilight! You've never had anyone close to you be so sick that they could die at any minute!"

"Applejack, please," Twilight pleaded.

"You can plead and beg for me to calm down all you want, Twilight," Applejack growled, ignoring Twilight. "But this is somepony that I love, this is my little sister we're talking about! If she dies in there, I ain't gonna be able to live with myself. I made a promise to Ma and Pa before they died that I would look after her. I don't want to break that promise."

"I totally understand, Applejack," Twilight said.

"Do you?" Applejack asked. "Do you know what it's like to watch somepony you love dying, and there's nothing you can do about it? Here you are, Princess of Equestria, Princess Celestia's personal student. You've never had to sacrifice anything in your perfect little life. Whenever anything goes wrong, you always find a way to fix it – Nightmare Moon, Discord, forgetting to make your Friendship Report for the princess, the Changeling Army, King Sombra, swapping our Cutie Marks, the expanding Everfree Forest – Twilight Sparkle always comes through in the end, doesn't she? You are so perfect."

"Applejack, that's not fair," Twilight said.

"Not fair? How do you think I feel? My sister is sick, probably dying, and there's not a thing I can do about it!" She could feel tears stinging her eyes, tears of sorrow and anger. Anger at herself, anger at the Decepticons, anger at Twilight.

Maybe she _was_ being a little unfair. After all, Twilight wasn't the one responsible for Apple Bloom's condition. But continually telling Applejack to calm down, when her sister was so sick, possibly so close to death because of some tin terrorist's sick concoction….

She pushed past Twilight, practically throwing the lavender alicorn out of her way, and stormed towards the door. She could feel several sets of eyes on her, but didn't care, didn't look back; she didn't want everyone to see the tears streaming down her face. She would never let her friends see her crying.

Twilight was about to follow Applejack, but Optimus put a hand in front of her, stopping her. "No, Princess. It's best just to leave her be. At times like this, I would think that she needs some time alone."

"Yes, you're right," Twilight said. She turned around to look back at the medical ward. The heart monitor was still beeping, rather rapidly, actually. She had heard that a pony's heart beeped faster and faster the closer they got to death….

_That can't happen. Applejack really _would _be devastated then._

The entire room had gone silent, all eyes turned to Apple Bloom. Miko had her fingers crossed, Agent Fowler had his arms crossed, Jack and Raf had gone off into the corner to talk, and the Autobots, Spike, and the other ponies were all watching Apple Bloom, silently praying that she would pull through.

########################################

Applejack lay on the ground, her face buried in her front hooves. Hot tears streamed down her face. Deep inside, she felt terrible – knowing that her sister was still in there, lying on that table, not knowing if she would die or not, coupled with everything she had said to Twilight had made her feel sick inside. She didn't mean any of that, not at all. She was just so frustrated, so angry, that she had lashed out at the closest person, in this case, one of her closest friends.

She figured that she should probably go in there and apologize to Twilight. But she couldn't, not right now. She was just so frustrated that she couldn't go back in there right now. Not until she had gotten all of her frustration out. And what she was doing right now, lying out here, crying her eyes out, was helping somewhat, though this was something that she had next to never done. She could only remember crying out of frustration once before in her life, and that was back when she was still in school, about Apple Bloom's age, when she was continually being picked on by that bully Starburst Swirl.

She used a hoof to wipe her eyes, clearing away some tears. Lying out here bawling like a foal wasn't going to help Apple Bloom get well any time soon. She wiped her eyes again and stood up. Taking a deep breath, she made her way back inside.

Everyone was keeping an eye on Apple Bloom. She saw Nurse Darby wipe a wet cloth over Apple Bloom's forehead, cleaning off some sweat.

Twilight turned around as Applejack got close. Applejack walked over to her friend and nuzzled against her.

"I'm mighty sorry about what I said, Twi," she said. "I didn't mean any of it. I was just so frustrated that I lashed out. Can ya forgive me?"

Twilight was quiet for a moment as she stared at Applejack. Applejack was afraid that she wouldn't forgive her.

After a moment, Twilight's expression softened. "I know you didn't mean it, Applejack, and to be honest, maybe I deserved it." She drew her friend in for a hug. "Apology accepted, Applejack."

All eyes turned back to the medical ward as the heart monitor began to beep more rapidly. Applejack galloped over to the window and looked in, saw June's eyes glued to the heart monitor.

"Come on," June said. "Slow down. Get a steady rhythm going."

The heart monitor beeped and beeped and beeped –

And then the beeping stopped.

"No, no, no!" June cried. "Jack, I need a defibrillator, NOW!"

Jack quickly wheeled another machine into the room, a machine consisting of two pads and several sets of buttons. As Jack gathered the device, June rolled Apple Bloom onto her back and started pressing her hands down onto the filly's chest – once, twice, several times, occasionally putting her mouth over Apple Bloom's snout and breathing into her nose and mouth.

Jack wheeled the machine next to his mother. She took the two pads and rubbed them together before putting them on Apple Bloom's chest. Apple Bloom's body spasmed as June pressed the buttons on the tops of the pads.

"Nothing. Gonna do it again." Again, she pressed the pads against Apple Bloom's chest. Still nothing. "One more time. Come on, Apple Bloom, stay with us, kid." She pressed the pads against Apple Bloom one more time.

The heart monitor remained silent.

Apple Bloom's heart had stopped.

Applejack could feel her eyes burning with tears, knew that her friends were staring at her, but she didn't care. Her sister had died.

She took off her hat and held it against her chest, and closed her eyes to mourn in silence. She could feel her friends gather around her, hold her, console her.

_Ma, Pa, I'm sorry. I told you that I would watch Apple Bloom, and I couldn't do that. I'm sorry, I'm so sorry._

The tears flowed. What was she going to tell Granny Smith and Big Macintosh?

_Beep. Beep. Beep._

That slow, steady beeping cause Applejack to raise her eyes to the room, saw the green line on the heart monitor jump in a steady rhythm.

"A – Apple Bloom?" She gently pulled away from her friends and made her way into the medical ward.

"Applejack, you really shouldn't be in here," June said.

"Don't tell me that I shouldn't be here," Applejack said. She pushed her way past June and over to the table. "Apple Bloom, it's your big sis. Can you hear me?" She put a hoof on her sister's foreleg.

Apple Bloom moaned. Her eyes slowly opened. She turned to look up at Applejack. "Applejack? I don't feel too good. Can I stay home from school today?"

Applejack smiled and pulled her sister in for a hug.


End file.
